Facebook has bounced back a bit today on its initial stock offering, but it’s still way down from the IPO price. And the company – and those that helped bring it to NASDAQ – have much bigger problems:
Morgan Stanley (MS) defended its role in Facebook Inc. (FB)’s initial public offering after a Massachusetts regulator subpoenaed the bank over talks between an analyst and investors about the social media company’s revenue outlook [...]
William F. Galvin, Massachusetts’ secretary of the commonwealth, said his securities division subpoenaed Morgan Stanley over talks between Scott Devitt, the research analyst, and the firm’s institutional investors about Facebook’s revenue.
Those communications also may be “a matter of regulatory concern” to the Financial Industry Regulatory Authority, the industry-funded brokerage watchdog, and the U.S. Securities and Exchange Commission, Finra Chief Executive Officer Richard Ketchum said yesterday in an e-mail.
Research employees may communicate with investors if they don’t do it jointly with investment-banking employees or managers of the firm that’s going public, according to the terms of the 2003 Wall Street research settlement. Companies paid $1.4 billion to settle regulators’ allegations that they published misleading research to win investment-banking business.
Say, this reminds me of something. I can’t quite put my finger on it… oh yeah! Didn’t Congress just pass a law that removes multiple transparency rules for IPOs, in addition to gutting the firewall between investment bank analysts and research specialists related to IPOs? And wasn’t it called the “JOBS” Act?
“Under the JOBS Act, affiliated analysts are able to jump in and talk to institutional investors,” Ritter said.
In addition, there’s an incipient shareholder lawsuit in process that will argue that Facebook, the social networking company omitted key information as well as made false statements in their IPO documentation. Of course, the JOBS Act would remove much of the information an IPO needs to provide to investors.
So in other words, exactly what the investigators are looking at in this case, exactly what shareholders want to sue over in this case, and exactly what the Senate Banking Committee wants to probe in this case, happens to be exactly what Congress and the President perpetuated by signing the JOBS Act. Facebook operated under the old rules and they might get nicked for it, but they would be the last.
Sherrod Brown made specific reference to this in his statement on the Facebook situation:
Effective capital markets require transparency and accountability, not one set of rules for insiders and another for the rest of us. There’s a lot that we don’t know about this IPO but a lot that we do. We know that the SEC must fully investigate and take appropriate action if it discovers any violations. The conduct in this highly-publicized IPO only reinforces that the Senate was mistaken in voting to remove oversight from approximately 98 percent of all IPOs—for companies making less than $1 billion per year.
Brown didn’t vote for the JOBS Act, but plenty of members of Congress on both sides did. They don’t have the right to grandstand about Facebook and Morgan Stanley for the next month.