Shareholders
sue Facebook, NYSE comes calling
SAN
FRANCISCO (Reuters) - The fallout from Facebook Inc's messy initial public offering
widened on Wednesday as shareholders sued the social network and its
bankers while a trading firm revealed a massive loss on the shares and
threatened to seek "remedies."
The Nasdaq stock exchange also came under further pressure as a
source close to the situation told Reuters that NYSE Euronext had opened
discussions with
Facebook
about a potential stock listing there. Nasdaq also faces litigation
from angry investors.
Facebook's listing, envisioned as a crowning moment for an
eight-year-old company that has become a business and cultural
phenomenon, has instead turned into a legal and public relations fiasco
for the company and its lead underwriter,
Morgan Stanley.
Serious trading glitches interfered with the stock's opening on
Friday, and subsequent revelations by Reuters that analysts had quietly
reduced their
revenue
forecasts prior to the IPO have led to accusations of selective
disclosure of material information. The shares closed at $32 on
Wednesday, 15 percent below the IPO price.
A lawsuit filed on Wednesday seeking class-action status alleged that
defendants -- including Facebook, its Chief Executive Mark Zuckerberg,
Morgan Stanley, Goldman Sachs Group Inc and JPMorgan Chase & Co --
concealed "a severe and pronounced reduction" in revenue growth
forecasts resulting from greater use of Facebook's app or website
through mobile devices.
It also accused Facebook of telling its bank underwriters to
"materially lower" their forecasts for the company. The lawsuit said the
underwriters disclosed the lowered forecasts to "preferred" investors
only.
"The main underwriters in the middle of the roadshow reduced their
estimates and didn't tell everyone," said Samuel Rudman, a partner at
Robbins Geller Rudman & Dowd, which brought the lawsuit. The firm is
among the leading securities class actions firms in the country.
"I don't think any investor in Facebook wouldn't have wanted to know
that information."
Andrew Noyes, a Facebook spokesman, said: "We believe the lawsuit is
without merit and will defend ourselves vigorously."
Morgan Stanley had no comment. It said on Tuesday that Facebook IPO
procedures complied with all applicable regulations and were the same as
in any initial offering.
Also on Wednesday, Knight Capital Group Inc said its second-quarter
results will be hurt by losses related to numerous issues during the
listing. The firm, which provides electronic trading services to brokers
and retail clients, foresees a pre-tax loss of $30 million to $35
million related to the IPO.
The company has submitted claims for financial compensation from
Nasdaq OMX and is considering all legal remedies available, Knight
Capital said in a regulatory filing.
Knight Capital's announcement may be a sign of things to come as
other traders and investors tally up losses from the trading problems.
Nasdaq OMX was also sued on Tuesday by an investor who claimed the
exchange operator was negligent in handling orders for Facebook shares.
Morgan Stanley said it is reviewing Facebook trades and would adjust
prices for some retail customers who overpaid.
A source familiar with the situation told Reuters that NYSE Euronext
had opened discussions with Facebook about a potential stock listing
there, and that the social networking giant was considering its options.
The largest U.S. exchange later denied it was discussing a full
listing transfer with the company, which became the first U.S. company
to debut with a market value of over $100 billion.
IPO INVESTIGATIONS
Wednesday's lawsuit, one of several that have been filed around the
country, was brought in New York on behalf of Dennis Palkon and Brian
Roffe, who said they respectively bought 1,800 and 200 Facebook shares
at the IPO price, and Jacob Salzmann, who said he paid more than
$123,000 on May 18 for 2,961 shares at an average $41.77 each.
Research analysts at several underwriters lowered their forecasts for
Facebook after the Menlo Park, California-based company in a May 9
prospectus cautioned investors about the possible impact of users
shifting to mobile platforms. Facebook currently makes little revenue
from mobile ads.
Citing people with direct knowledge of the matter, Reuters reported
this week that, during its IPO road show, Facebook advised analysts for
its underwriters to reduce their profit and revenue forecasts.
The lawsuit named underwriters Morgan Stanley, Goldman Sachs,
JPMorgan and Bank of America Corp as having cut their forecasts after
the May 9 prospectus was filed, but that these cuts were not publicly
revealed before the IPO. [ID:nL4E8GM8SK][ID:nL1E8GN0FT]
The plaintiff-shareholders called the disclosures of Facebook's
business risks inadequate, saying that analysts knew more about these
risks and cut their business outlooks accordingly -- for the benefit of
only some investors, not all.
"If Facebook told analysts to materially lower their forecasts, it
should have told the entire market," said Antony Page, a professor at
the Indiana University Robert H. McKinney School of Law. "We need to
know what exactly was said to the analysts, and determine how different
Facebook's public story was from its private story."
Regulators including the U.S. Securities and Exchange Commission, the
Financial Industry Regulatory Authority, and Massachusetts Secretary of
the Commonwealth William Galvin are now looking into how the IPO was
handled. The U.S. Senate Banking Committee is also reviewing the matter.
"If Facebook faced a known and particularly salient risk, boilerplate
language would be insufficient," said Elizabeth Nowicki, an associate
professor at Tulane University Law School and a former SEC lawyer.
Bank of America and Barclays Plc are also defendants in the New York
case, as are Facebook Chief Financial Officer David Ebersman and several
Facebook directors.
Bank of America spokesman Bill Halldin, Barclays spokesman Mark Lane
and Goldman spokesman Michael DuVally declined to comment. JPMorgan did
not respond to requests for a comment.
The case is Brian Roffe Profit Sharing Plan et al v. Facebook Inc et
al, U.S. District Court, Southern District of New York, No. 12-04081.
(Additional reporting by Alistair Barr in San Francisco, and Nadia
Damouni and Olivia Oran in New York and Sarah N. Lynch in Washington,
D.C.; Editing by Jonathan Weber, Edwin Chan, Martha Graybow and Steve
Orlofsky)