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Facebook, Zuckerberg Sued Over IPO 445

Posted by timothy
from the death-taxes-and-lawsuits dept.
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."
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Facebook, Zuckerberg Sued Over IPO

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  • by i_ate_god (899684) on Wednesday May 23, 2012 @10:44AM (#40088843) Homepage

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

    • by Anonymous Coward on Wednesday May 23, 2012 @10:52AM (#40088967)

      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.

      • by Asksa (2646127) on Wednesday May 23, 2012 @10:58AM (#40089095)

        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.

        • Re: (Score:2, Informative)

          by gstoddart (321705)

          The USA is actually the only first world country that even taxes their people while they are living overseas.

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

          If there's two there's probably three.

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

          • by Anonymous Coward on Wednesday May 23, 2012 @11:04AM (#40089195)
            But isn't Canada just one of the states of the United States?
          • 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.
          • by Sir_Sri (199544) on Wednesday May 23, 2012 @11:16AM (#40089381)

            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).

          • by Anonymous Coward on Wednesday May 23, 2012 @11:18AM (#40089437)

            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 [cra-arc.gc.ca]

            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 [cra-arc.gc.ca]

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

            ME TOO!!!

          • by bradley13 (1118935) on Wednesday May 23, 2012 @12:56PM (#40091017) Homepage

            Here's a reference [renunciationguide.com]. 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.

      • by evilRhino (638506)
        B) Wrong, Saverin renounced his citizenship to avoid paying his 15% capital gains tax on his investment in American companies, including his shares in Facebook. Given his financial situation, it is unlikely that he is "working" in Singapore.
  • First post! (Score:4, Funny)

    by Anonymous Coward on Wednesday May 23, 2012 @10:44AM (#40088847)

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

  • Fuck 'em. (Score:5, Insightful)

    by localman57 (1340533) on Wednesday May 23, 2012 @10:45AM (#40088859)
    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!"
    • Re:Fuck 'em. (Score:5, Informative)

      by gstoddart (321705) on Wednesday May 23, 2012 @10:54AM (#40089011) Homepage

      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.

      • by ranton (36917)

        The day before the IPO my coworkers and I were talking about it over lunch. One of our main topics of conversations was how Facebook's current revenue stream is irrelevant, since a company with a P/E over 100 (and a fairly saturated market) is obviously being traded based on potential new revenue streams (like monetizing user data). Another topic was how mobile devices do not show nearly as much advertisement, and that so many of Facebook's users are using their phones to access Facebook. So in Facebook'

      • Re:Fuck 'em. (Score:5, Insightful)

        by KingSkippus (799657) on Wednesday May 23, 2012 @11:12AM (#40089317) Homepage Journal

        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?

        • Re:Fuck 'em. (Score:5, Insightful)

          by DragonWriter (970822) on Wednesday May 23, 2012 @11:30AM (#40089675)

          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.

        • The article mentions an executive in the company disclosed information to a small group of investors. Since that individual works for Facebook and since Zuckerberg is the CEO they are going to get sued even if Zuckerberg played no roll in the disclosure of that information to a select group of people.
    • by muon-catalyzed (2483394) on Wednesday May 23, 2012 @11:48AM (#40090019)
      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!!
  • by Overzeetop (214511) on Wednesday May 23, 2012 @10:46AM (#40088885) Journal

    ...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?

    • Last time I checked, there wasn't any "I was misled about the odds, I want my money back" button on slot machines...maybe I should look closer, the gamblers on wall street certainly think there should be.
      • by ClintJCL (264898) <[clintjcl+slashdot] [at] [gmail.com]> on Wednesday May 23, 2012 @10:58AM (#40089101) Homepage Journal
        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.
        • by zlives (2009072)

          here is hoping - FB is too big to fail - ;)

        • by tgd (2822)

          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.

          Not to nit, but 98% is unheard of in Vegas. CT requires close to that, in aggregate, but Vegas is WAY less than that. (Its been a while since I looked, but IIRC it was in the 70%'s.)

      • You do realize just how many laws apply to slot machines right? And how many people are involved in verifying that they're following those laws? And how often they are inspected? And how severely punished everyone involved in it would be if fraud were discovered? And that even beyond the criminal punishments they'd be liable for lawsuits from everyone who played the fraudulent machines?

        Your analogy is as full of fail as it could possibly be.

      • Yes there is. Slot machines (at least around here) have to publish their payout ratio. If they pay out less than the amount stated on the machine, then the operator is liable for large fines.
    • Re: (Score:2, Funny)

      by cpu6502 (1960974)

      I took the wrong approach.

      I invested ~$500 on BNBN (barnesandnoble.com) and it went bankrupt in 2002... I was paid back about $100. I just shrugged my shoulders and said "Oh well" but clearly I took the wrong approach. I should have sued instead!

      (1) Invest in stock
      (2) Lose money.
      (3) Sue.
      (4) Talk to congressman about unfairness.
      (5) Hand him some cash.
      (6) Get bailout from taxpayers.
      (7) $profit

      • by CanHasDIY (1672858) on Wednesday May 23, 2012 @11:08AM (#40089245) Homepage Journal
        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.

      • by tnk1 (899206)

        Only works if they don't expect to go bankrupt. You can't get crap out of anyone who has gone bankrupt.

        You can sue FB because it is actually worth money today, and is not (yet) heading to bankruptcy. BNBN? You never had a chance unless you sued them like a week after their IPO.

      • by gstoddart (321705) on Wednesday May 23, 2012 @11:12AM (#40089311) Homepage

        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.

      • by SydShamino (547793) on Wednesday May 23, 2012 @11:15AM (#40089377)

        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".???

    • by Anonymous Coward on Wednesday May 23, 2012 @11:00AM (#40089127)
      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 [businessinsider.com]
      • by bobbied (2522392) on Wednesday May 23, 2012 @11:35AM (#40089769)

        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.

    • Is the "new capitalism": Maximum profit in any situation, zero risk.

      You and I know that capitalism does not work that way, but these assholes are living in an alternate reality where there is no logic or reason, only just blind greed.
    • by bjourne (1034822) on Wednesday May 23, 2012 @11:01AM (#40089139) Homepage Journal
      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.
      • by grep_rocks (1182831) on Wednesday May 23, 2012 @11:55AM (#40090141)
        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
    • If the company is hiding information there's no way for investors to do their due diligence. I think we all know Facebook stock was/is overvalued, that doesn't mean you get to hide your real earnings forecasts from potential investors in the days leading up to your IPO.

  • by shadowrat (1069614) on Wednesday May 23, 2012 @10:48AM (#40088909)
    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 [telegraph.co.uk]
    • by Zocalo (252965)
      Clearly the small time investors that didn't do their due diligence or were blinded by the (pipe) dream of a short term investment with a huge payout didn't know about it. You can't help but laugh at their lack of financial accumen really, first they throw money at an fairly obviously over-valued and over-hyped IPO, now they are going to throw even more money down the pit at lawyers on what looks very much like a fruitless case. The best result I suspect that they are going to get is that Facebook will ha
      • by Sir_Sri (199544)

        Therein lies the problem.

        Facebook had been valuing itself based on some sort of private exchange (I'm not up on US rules for these things so forgive me if I'm slightly off). people who owned facebook shares were borrowing against them and selling them in this somewhat private (completely legal) exchange which is where they came up with the price.

        Now the problem is that retail investors were used to IPO's being massively undervalued and immediately going up up up after launch. Google tried to avoid that by

  • Wait, the current shareholders? Like the guys who bought the company last week? They're already suing the company?

    Ok, Clearly we need to get a legion of armchair lawyers on this one. How can you have standing to sue the company if the alleged thing happened before you were a shareholder?

  • One of the reasons I left Facebook is because I tried FB mobile and it was a complete waste of time. Not to mention the fact that it increases your bandwidth usage, which you have to pay for, without any corresponding benefit. The entire online experience is going mobile now, and they haven't figured out how to monetize it. What I don't get is why FB is valued so high (74 times its earnings, IIRC). Perhaps they know they have a problem and are basically cashing in and getting out, while the gettin' is g

  • As one commentator said - "muppet bait".

    No sane person/coporation who didn't have their own agenda (hello banks) would value a social chit chat and picture website at 100 billion. And only an idiot would believe it and the shares were worth it

  • Facebook stock almost back down to it's opening price [google.com] this morning. I look for it's stock to hit a floor of around $10 in the next 3-6 months.
  • by Hentes (2461350) on Wednesday May 23, 2012 @11:04AM (#40089189)

    I'm gonna sue that fucking horse!

  • 1. Find people dumb enough to buy an IPO opening day.
    2. Pump up useless social media company
    3. Issue stock
    4. PROFIT!!!!!!

  • are easily parted.
  • by peter303 (12292) on Wednesday May 23, 2012 @11:27AM (#40089601)
    They seem to always get a piece of the action.
  • by Eponymous Hero (2090636) on Wednesday May 23, 2012 @11:30AM (#40089659)
    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?

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