Thursday, May 24, 2012

Facebook and banks sued over alleged selective briefings before listing

“We think that people’s lives are going to be better and really that the whole world will function better when there’s more information and understanding out there”.

That's a direct quote from Facebook founder and chief executive Mark Zuckerberg in a marketing spiel leading up to the social networking company's sharemarket listing. 

But the meaning of "more information and better understanding" could be crucial as burned shareholders accuse Facebook and its lead underwriter Morgan Stanley of hiding weakened growth forecasts before the US$16 billion public offering.

In the lawsuit, Morgan Stanley, Goldman Sachs and JP Morgan Chase are accused of disclosing the new forecasts to "preferred" investors rather than the entire sharemarket.

There are also claims, yet to be proven, the Facebook's underwriters provided verbal advice of downgraded forecasts in pre-IPO roadshows.

Facebook has only be trading on the tech heavy Nasdaq exchange for four days, but its reputation is sinking as fast as its share price which ended higher today at US$32 but 18 percent lower than the $38 listing price.

The lawsuit, which could easily turn into a class action, has been referred to the Securities & Exchange Commission and is certain to be scrutinised by the US Senate Banking Committee which is primed to jump on any perceived misbehaviour on Wall Street.

The question now is whether selective verbal briefings from underwriters or advisers amounts to illegal behaviour that borders on insider trading.

John Coffey, Professor of Law at Columbia University in New York says despite the difficulty of proving illegal or unethical behaviour, US regulators have a lot to work with.

"There is something strange and probably inappropriate about allowing selective disclosure in public offerings," Professor Coffey told the BBC this morning.

"What is curious here and what has the SEC offended is that there may have been this special discrimination even within the class of institutional investors under which some got better information than others and they have sued on that recently in the case of Goldman Sachs.

"I think that probably Morgan Stanley is going to seek a quick settlement because this is relatively embarrassing for it."

Some analysts have pointed to "guilt by association" issues for competitors but today the social media success story Linkin was 2.2 percent higher and others like Pandora and Groupon also closed in positive territory.

Thomson Reuters has summed up the value proposition for social media investments, tracking an investment of US$1,000 from listing day to their closing price on 21 May.

Litigation to one side, the Facebook listing reminds investors to avoid hype from commentators and to pay attention to risk factors outlines in prospectuses.

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