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Facebook, Zuckerberg Sued Over IPO

mrquagmire writes with this snippet from CNET: "Facebook shareholders have sued the social network, CEO Mark Zuckerberg, and a number of banks, alleging that crucial information was concealed ahead of Facebook's IPO. The lawsuit, filed in the U.S. District Court in Manhattan this morning, charges the defendants with failing to disclose in the critical days leading up to Friday's initial public offering 'a severe and pronounced reduction' in forecasts for Facebook's revenue growth, as users more and more access Facebook through mobile devices, according to Reuters, which cited a law firm for the plaintiffs."

47 of 445 comments (clear)

  1. So that's really why he gave up his citizenship? by i_ate_god · · Score: 5, Funny

    It wasn't because of taxes, it was because of fraud? hmm

    --
    I'm god, but it's a bit of a drag really...
  2. First post! by Anonymous Coward · · Score: 4, Funny

    First! Sadly, because I got in early, I'm sure I'll lose mod points.

  3. Fuck 'em. by localman57 · · Score: 5, Insightful

    Seriously. The P/E was stupidly high before. Now, even under the revised projections, it's slightly stupidly higher. The stock was due to tank in any case. As we used to say on the playground, "NO DO-OVERS!"

    1. Re:Fuck 'em. by gstoddart · · Score: 5, Informative

      As we used to say on the playground, "NO DO-OVERS!"

      Except in this case, some of the analysts were revising down their numbers just before the IPO, and there is some suspicion that the institutional investors got told one thing, and the rest of the plebes got told something else.

      Sorry, but that's a violation of SEC laws, and possibly fraud. This is a little more than caveat emptor, this is failing to live up to the legal responsibilities imposed by the SEC.

      Yes, the stock seemed over-valued from the get go, but there was information that it was even worse than what had been disclosed publicly. That part is illegal.

      This is one of those things that serves to reinforce my belief that much of the market is a Ponzi scheme, and that an IPO is a good way to fleece investors as the big guys take their cut and then get out of it.

      --
      Lost at C:>. Found at C.
    2. Re:Fuck 'em. by KingSkippus · · Score: 4, Insightful

      Except in this case, some of the analysts were revising down their numbers just before the IPO, and there is some suspicion that the institutional investors got told one thing, and the rest of the plebes got told something else.

      Sorry, but that's a violation of SEC laws, and possibly fraud. This is a little more than caveat emptor, this is failing to live up to the legal responsibilities imposed by the SEC.

      I'd agree with this when it comes to the bank, but how is this Facebook's or Mark Zuckerberg's fault?

    3. Re:Fuck 'em. by msobkow · · Score: 4, Funny

      You're talking about a country where cheesecake has to carry a dairy-allergy warning and where chocolate bars that are clearly made with peanuts carry a label that they "may contain nuts."

      --
      I do not fail; I succeed at finding out what does not work.
    4. Re:Fuck 'em. by DragonWriter · · Score: 5, Insightful

      I'd agree with this when it comes to the bank, but how is this Facebook's or Mark Zuckerberg's fault?

      My understanding is the basis is because the IPO underwriters revenue projections are material which is required to be disclosed by the company in when doing an IPO (and which was, but only in the earlier, more optimistic, form). Material changes to information that is in the mandatory disclosures which is known to the company and not properly disclosed is a violation of securities laws.

      From some of the stories (haven't seen the actual lawsuit text) there appear to also be allegations that one or more Facebook executives were involved in the selective release of the revenue projections to privileged investors, which IIRC would be a different breach of securities laws -- one connected to insider trading -- than failing to make a mandatory disclosure.

  4. You rolled the dice... by Overzeetop · · Score: 4, Insightful

    ...they came up snake eyes. Or, perhaps a five. Either way, you didn't do your due diligence if you thought that Facebook, today, was worth 100:1 P/E ratio with a solid income track record established. Why is it that people want to sue when their bets went bad. Do you sue the track when that clean looking bay you bet to show comes in fourth because they didn't tell you he was off his feed that morning? Do you sue the casino and Nevada Gaming Commission when you don't ply well at the slots because the adjust the payouts since the last months payout percentages were posted?

    --
    Is it just my observation, or are there way too many stupid people in the world?
    1. Re:You rolled the dice... by ClioCJS · · Score: 4, Insightful

      That's because slot machines don't mislead on the odds. They have regulations and have to have specific odds - 98% payback for Vegas slots for example. They are regularly inspected to ensure that. You lose 2% playing slots in the long run, basically. The odds are known. They aren't presented as different numbers than they actually are, and are public knowledge for all casinos.

      --
      -Clio
      Karma: Bad (mostly from not giving a fuck)
      Blog: http://clintjcl.wordpress.com
    2. Re:You rolled the dice... by Anonymous Coward · · Score: 5, Insightful

      There is real reason to sue. Partway through the roadshow a facebook exec (an insider) told analysts to dial back earnings growth estimates (provided insider information). This last-minute insider information was made available to institutional buyers of the IPO, but not to the retail buyers. The institutional buyers coalesced around a buy price of 32 dollars, while the retail buyers came in at 40 dollars. Now, post IPO facebook has stopped falling, hovering at, you guessed it, very near 32. The retail investors got screwed, likely illegally.

      details here

    3. Re:You rolled the dice... by bjourne · · Score: 3, Insightful

      Most of us didn't roll any dice at all, but had a third party buy useless Facebook shares for us. All OECD countries put their retirement funds on the stock market (which is total insanity but what can you do?). Idiots managing those funds then thought it was a gansta good idea to get in early on the fb action. If there was relevant information not relayed to them but to other investors then that is equivalent to insider trading. A textbook example of capitalism forcing everyone to play the same game (on the stock market) but then giving some superior rules.

    4. Re:You rolled the dice... by CanHasDIY · · Score: 3, Insightful
      Did top-level BNBN execs share insider details with Bigs that they withheld from Smalls like yourself? If so, you should have sued, it would have been perfectly legitimate. Insider trading is a crime.

      If not, then what happened to you and what's happening now are two completely different circumstances... unless I'm reading the plaintiff's complaint incorrectly? From TFA:

      The plaintiffs charge that the changes to the forecast by several underwriters of the IPO were only "selectively disclosed" to a small group of preferred investors and not to the investment community at large.

      --
      An enigma, wrapped in a riddle, shrouded in bacon and cheese
    5. Re:You rolled the dice... by gstoddart · · Score: 5, Insightful

      Seriously, RTFA:

      The plaintiffs charge that the changes to the forecast by several underwriters of the IPO were only "selectively disclosed" to a small group of preferred investors and not to the investment community at large.

      So, Wall Street got told one set of numbers, and everyone else got told another set.

      There were two classes of buyers (it is claimed) -- those who were given the actual estimates, and the rest of us.

      A report from well-known Wall Street watcher Henry Blodget, citing an unnamed source, posits that a Facebook executive was responsible for telling institutional investors, but not smaller investors, about the reduction in revenue estimates.

      So, that would be illegal according to SEC rules.

      If all of this information had been made public, and the people lost their money (like some of us expected they would), that would be one thing. But in this case, there was some material omissions.

      That's illegal. (At least, if there actually were two different sets of numbers provided to investors.)

      Facebook was overvalued, that's true. But it was likely even more overvalued than most were led to believe, which means the institutional investors had an unfair advantage in selling it off to the suckers -- they knew just how much more overvalued it really was. They got to short the stock for free basically.

      --
      Lost at C:>. Found at C.
    6. Re:You rolled the dice... by SydShamino · · Score: 3, Insightful

      If insiders knew the company was going to go bankrupt the day they sold you stock (for $500) - e.g. they knew it was about to lose value but they sold anyway - then yes you should sue.

      Equal information is required for both parties in a transaction or else the market isn't free. If you oppose this - and the underlying regulation it requires - then basically you support fraud - since that's the alternative.

      (1) Buy "gas" at a gas station.
      (2) Engine seizes because "gas" was 50% water.
      (3) Shrug and say "oh well, that's the cost of doing business without regulation".???

      --
      It doesn't hurt to be nice.
    7. Re:You rolled the dice... by bobbied · · Score: 5, Informative

      You are correct. IF inside information was tipped and not properly released then there is a serious legal problem for some folks here. One cannot trade on inside (not public) information no matter what the source, no matter what the company.

      My guess here is some green horn insider at Facebook spilled the beans by passing improperly vetted inside information to a select few. This tipped off the underwriters, who then traded the stock to their advantage. There will be two issues for the legal system to sort out. First, if anybody broke the insider trading laws (like Martha Stewart did) by tipping or receiving inside information and trading. Both the tipper and the one being tipped are subject to criminal prosecution for violating SEC rules so there could be a bunch of folks at risk here. Second there will be the civil case of the investors who traded without having the same access to information as others. They will claim that Facebook improperly handled inside information and should pay their losses.

      Both cases seem to have merit.

      --
      "File to fit, pound to insert, paint to match" - Aircraft Maintenance 101
    8. Re:You rolled the dice... by Stormy+Dragon · · Score: 3, Informative

      Facebook also filed an ammended S-1 with the SEC:

      http://www.sec.gov/Archives/edgar/data/1326801/000119312512222368/d287954ds1a.htm

      That says right in it:

      "Our business is subject to numerous risks described in the section entitled “Risk Factors” and elsewhere in this prospectus. You should carefully consider these risks before making an investment. Some of these risks include: ... Growth in use of Facebook through our mobile products, where our ability to monetize is unproven, as a substitute for use on personal computers may negatively affect our revenue and financial results; "

      This was reported on by major financial news sources almost two weeks before the IPO:

      http://blogs.ft.com/tech-blog/2012/05/facebook-admits-to-mobile-weakness/#axzz1viB00j8h
      http://articles.businessinsider.com/2012-05-07/tech/31602869_1_zynga-facebook-linkedin

      This information was freely available to anyone who was paying attention. They're trying to blame Facebook for their own failure to do even basic due dilligence.

    9. Re:You rolled the dice... by grep_rocks · · Score: 4, Funny

      Ding ding ding - we have a winner - anyone owning mutual funds could have ended up in effect buying FB, esp since the market cap was so high - I suspect wall street makes most of its money using what is effect inside info (such as high speed trading, and this IPO nonsense) to fleece pension and mutual funds, we all pay for it and we don't have much of a choice, on top of that since 401k contributions are tax free wall street is, in effect, just stealing government money - the beauty of it is they turn around and lobby that taxes are too high for the rich - it is a win win

  5. who didn't know about this? by shadowrat · · Score: 5, Informative

    The suit alleges that only big time investors were apprised that rising use of mobile would affect revenue. This was known to everyone weeks ago, well before the IPO. here's an article from a week prior to the IPO all about the mobile risks

    http://www.telegraph.co.uk/technology/facebook/9257232/Facebook-issues-revenue-warning-over-mobile-growth.html

  6. Re:So that's really why he gave up his citizenship by Anonymous Coward · · Score: 5, Informative

    A) Saverin hasn't been involved in the running of facebook in years, and certainly had nothing to do with the IPO, so he will not be the target of this lawsuit in any way.
    B) He did give up his citizenship for tax reasons, but not the tax reasons everyone thinks. He cannot and will not escape any taxes on money he made from the IPO, he earned those shares when he was a US citizen and will pay full taxes on them. He renounced his citizenship because he hasn't lived in the US in 4 years and was tired of paying taxes to the US for money he was making working in Singapore, which isn't that unreasonable.

  7. Re:So that's really why he gave up his citizenship by SJHillman · · Score: 4, Informative

    She's of Chinese descent, and was born in Massachusetts and grew up around Boston. Nothing Indian about her.

  8. Re:What would Buffett do? by PolygamousRanchKid+ · · Score: 3, Insightful

    No, Buffet has clearly stated that he will not buy stock in a company, if he does not know how they make money. That is why he stayed away from .com stocks when they were red hot.

    In the long run, he strategy has worked out well for him and his investors.

    --
    Schroedinger's Brexit: The UK is both in and out of the EU at the same time!
  9. Re:So that's really why he gave up his citizenship by Asksa · · Score: 5, Informative

    He renounced his citizenship because he hasn't lived in the US in 4 years and was tired of paying taxes to the US for money he was making working in Singapore, which isn't that unreasonable.

    The USA is actually the only first world country that even taxes their people while they are living overseas. For example in my country you don't need to pay any taxes back home if you live in another country for more than 6 months.

  10. Re:Which shareholders? by ClioCJS · · Score: 4, Insightful

    Because they revised their numbers before the IPO, but didn't give those revisions to the people buying it. That's fraud in some peoples' minds. It's mis-representing. It's not buyer beware, it's give buyer something different than you said you were giving them. Your standing is being sold something on false pretenses.

    --
    -Clio
    Karma: Bad (mostly from not giving a fuck)
    Blog: http://clintjcl.wordpress.com
  11. Re:So that's really why he gave up his citizenship by Anonymous Coward · · Score: 5, Funny

    But isn't Canada just one of the states of the United States?

  12. Re:So that's really why he gave up his citizenship by i_ate_god · · Score: 3, Funny

    yeah, the one with all the money

    --
    I'm god, but it's a bit of a drag really...
  13. Re:So that's really why he gave up his citizenship by Anonymous Coward · · Score: 5, Funny

    And oil and water, bitches! Don't even think about comin' up here and *liberating* us.

  14. Re:So that's really why he gave up his citizenship by michaelwigle · · Score: 5, Informative

    Nope, I'm a Canadian who moved to the US. I had to do dual income taxes the first year because I spent a partial year in both countries. After that, it was only US taxes. If I were to actually make income in Canada then it would be a different story, I believe, but I can make as much as I want in the US and not pay income tax to Canada.

  15. Re:So that's really why he gave up his citizenship by Sir_Sri · · Score: 4, Informative

    In canada we do not no.

    You have to pay taxes on overseas income if you are canadian resident, and you have to specially disclose if you have foreign assets over 100k or some number around there. If you are a non resident in canada you still have to file income taxes on income earned in canada, which can then be dealt with through the ungodly myriad of tax treaties.

    However, if you are *living* out of canada for more than 6 months you are no longer a resident, and do not pay taxes. You also are not automatically covered for health insurance.

    *liviing* is important. You can spend 6 months out of canada and still be considered living in canada if you don't have a residence out of the country, and meet the criteria for strong ties within canada (and don't spend 6 months outside of canada in the same place I would presume).

    As far as I know the only two countries in the world with citizenship tax are eretria and the US. (http://renunciationguide.com/Citizenship-Based-Taxation-International-Comparison.html) Although I grant that that source is a bit sketchy. Wikipedia says the same thing (that the source is sketchy and quotes the same information).

  16. Re:So that's really why he gave up his citizenship by Anonymous Coward · · Score: 5, Informative

    You're going to need to back that one up. I believe Canada does the same thing.

    False. Canada taxes its residents. Canada does not tax its citizens, unless they are also residents of Canada.

    Read the explanation from the Canada Revenue Agency:

    http://www.cra-arc.gc.ca/tx/nnrsdnts/cmmn/rsdncy-eng.html

    If you want a more detailed explanation of how your residence is determined for tax reasons, you should read Interpretation Bulletin IT-221, Determination of an Individual's Residence Status:

    http://www.cra-arc.gc.ca/E/pub/tp/it221r3-consolid/it221r3-consolid-e.html

    So I'm afraid I don't think what you say is true.

    ME TOO!!!

  17. I wsh there was an ETF for law firms by peter303 · · Score: 3, Insightful

    They seem to always get a piece of the action.

  18. Re:So by jrminter · · Score: 5, Informative

    Not quite that simple. The complaint is that revenue projections were selectively disclosed to insiders. That is a violation of SEC regulations.

  19. fool me twice, shame on me by Eponymous+Hero · · Score: 3, Insightful

    everyone saw how he made the company by stabbing the people closest to him in the back. what did you think he was going to do with the IPO?

    --
    insensitive clod overlords obligatory xkcd car analogy russian reversals whoosh pedant fanbois ftfy in 3...2...1..PROFIT
  20. FB rocket to the Moon!!!! by muon-catalyzed · · Score: 4, Funny

    Screw P/E. Another 4 billion people left to grow baby, booyaah!!! This FB stock is gonna go batman! This is a $100 stock, go Zuckie, go!!

  21. Re:Which shareholders? by GodfatherofSoul · · Score: 3, Insightful

    It's worse than that. It's not some innocuous omission of information. It's information that made them a lot of money at the expense of other investors. I don't know how strong regulations still are, but this sounds like a strong case.

    --
    I swear to God...I swear to God! That is NOT how you treat your human!
  22. Re:So that's really why he gave up his citizenship by geminidomino · · Score: 5, Insightful

    It's amazing how complicated our tax code is yet we can't provide basic human needs (IMHO) to our citizens.

    Oh, we can. We just decided that "teh socializim is ebil!!11!" and that money is much better used on endless clusterfucks of wars to "bring freedom" while domestically creating a police state, and corporate blowjobs.

    Face it. If you want the government to do something right, you have to tell them to make a left turn.

       

  23. Re:So that's really why he gave up his citizenship by 0100010001010011 · · Score: 3, Insightful

    Define "make any sort of money". I make $70k a year as an engineer. Compared to most people it's good. Compared to the top it's a drop in the bucket.

    I would have absolutely no qualms paying 50% taxes if it meant I got some sort of services for it like they do elsewhere.

  24. Re:So that's really why he gave up his citizenship by mikael · · Score: 4, Funny

    You Canadians have all gathered together in large cities right along the border. Looks like an invasion force :)

    --
    Vintage computer adverts: http://www.vintageadbrowser.com/computers-and-software-ads
  25. Re:So that's really why he gave up his citizenship by ShieldW0lf · · Score: 4, Funny

    First he helps destroy the credibility of the concepts of privacy and secrecy in the population, and now, with the 3rd largest IPO in history, he's helping destroy the credibility of the economic system...

    I don't know if he's more like Jesus or Lucifer, but damn I'm starting to love that guy...

    --
    -1 Uncomfortable Truth
  26. Here: the US and Eritrea by bradley13 · · Score: 5, Informative

    Here's a reference. Only the US and Eritrea are this dumb.

    I've lived abroad for more that 20 years, and I am very tired of filing an ever-increasing number of forms with the US authorities. It's not only the IRS, you also have to file separate forms with a separate agency detailing your foreign bank accounts - which, frankly, is none of their business.

    The US does allow a deduction against foreign income, but this is worth less and less as the value of the dollar continues to crash. Depends what currency your country uses, of course, but the US doesn't care or make any allowance for that. In my case, the dollar has lost fully half of its value in the last few years. Turn that around: from the IRS point of view my salary has doubled (even though it actually hasn't). Great.

    Add to that the pressure the US is applying to foreign banks, in an attempt to rake in money. I won't go into details here, but the US behavior here is closer to blackmail than to any sort of legal proceeding. The result is that foreign banks now ask you up front "are you subject to US taxes?" If you answer "yes", many simply refuse to do business with you. The US government is making it difficult for normal Americans to get on with their lives.

    I have also had enough. I will be renouncing my citizenship before the year is out.

    --
    Enjoy life! This is not a dress rehearsal.
    1. Re:Here: the US and Eritrea by bradley13 · · Score: 3, Informative

      Are you a gazillionaire? Because the US government doesn't seem to care at all that I have bank accounts in a foreign country

      Serious question? If you have any account that it worth more than $10,000 at any point in the year, you are required to report this to the Treasury Department on Form 90-22.1. Unless you are a broke student, you surely have some account (perhaps your retirement savings?) that exceeds this amount. You didn't want to know that, because now you'd better file it. You're welcome...

      If I were a gazillionaire, the banks might be willing to take a risk; it's precisely the normal folk that get nailed by this stuff. Maybe banks in South America haven't come under fire yet. If not, just wait, I'm sure the IRS will get around to you in a couple of years...

      Regarding your assertion that other countries also tax their citizens abroad, look at the Wikipedia article on this topic. You will find a reference to a 1995 Congressional study that showed only the US, the Philippines and Eritrea do this. The Philippines stopped in 1997. Remember: I am referring here to taxing people who live and word abroad long-term. If you are just out of the country temporarily, you are not really a foreign resident.

      The US, far from fixing the situation for Americans living abroad, has doubled down. In 2008, Congress passed a law that taxes people when they renounce their citizenship. The goal of this law is "to extract from the expatriate taxes that would have been paid had he remained a citizen" (quote taken from the Wikipedia article referenced above).

      You conclusion is right, if a bit cold-blooded: if someone has no intention of returning, why remain a citizen? The thing is: citizenship is tied up with lots of emotions. You grow up somewhere, have family there, etc, etc... More: who knows what the future may bring? In the end, I feel like I am being driven away by idiotic politicians practicing idiotic policies.

      --
      Enjoy life! This is not a dress rehearsal.
  27. Re:So that's really why he gave up his citizenship by ortholattice · · Score: 4, Interesting
    Interesting that he married her right after the IPO.

    This puts an objective value on his non-marital (pre-marital?) assets, which she presumably therefore wouldn't share in case of divorce. Combine that with his $1/year salary (presumably to avoid any tax other than 15% capital gains), and her half of community property grows at $0.50/year. If she works, she might end up owing him money if they divorce!

    Disclaimer: IANAL and certainly not a divorce lawyer. Please correct me if I am wrong, which I probably am.

  28. Re:So that's really why he gave up his citizenship by zlives · · Score: 4, Insightful

    you must be thinking of the ancient slashdot when it was "news for nerds" now... not so much ;)

  29. Re:So that's really why he gave up his citizenship by davidbrit2 · · Score: 5, Funny

    They didn't so much "gather". Everybody else just froze to death.

  30. Re:So that's really why he gave up his citizenship by Brannoncyll · · Score: 3, Interesting

    What about the UK? I have heard horror stories about their taxes.

    I'm a Brit living in the US, and the only tax I pay is to the US government - federal, state and city! Also, the tax system in the UK is considerably easier to operate within as an employee, as your employer handles your deductions and the Inland Revenue calculate how much you owe/are owed. Apart from a few fringe cases, I have never known anyone who was owed money to / was owed money by the Inland Revenue at the end of the year, so I guess the employers know exactly how much to deduct.

    Here in the US the situation is far more complicated even for someone in such a trivial tax situation as myself - no investment earnings, mortgage, other revenue sources, etc. I have to wade through hundreds of pages of explanatory documents to fill in boxes which the IRS then go and check independently anyway. What's worse is that most tax software doesn't work for Non-resident Aliens, so the people who most need help with the tax system are left to figure it out by themselves or pay an extortionate fee to an accountant.

  31. Re:So that's really why he gave up his citizenship by s.petry · · Score: 4, Insightful

    Think about your statement for a minute. You do realize that Ross Perot ran, and nearly won, where his platforms biggest goals was to reduce the US tax system to a single postage card sized form for all citizens. Point is: We have know that US taxes have been a wreck for 20+ years.

    Now, who do you think lobbied hardest against tax reform then? Who do you think lobbies hardest not to reform taxes now?

    1. The people that benefit from the 60,000 pages of tax "law" and loop holes.

    2. Tax agencies, and Lawyers that specialize in Tax law.

    Most of the US would benefit if it was fixed and fair.

    --

    -The wise argue that there are few absolutes, the fool argues that there are no probabilities.

  32. Re:As an American, let me be the first to say... by ChrisMaple · · Score: 3, Insightful

    Anger and insults constitute a defective response to a statement of facts on how the US is hurting itself.

    --
    Contribute to civilization: ari.aynrand.org/donate
  33. Re:So that's really why he gave up his citizenship by Hognoxious · · Score: 3, Funny

    Just give it away to your family before you die in increments.

    I think I'd rather die all in one go - best to get it over and done with.

    --
    Confucius say, "Find worm in apple - bad. Find half a worm - worse."