Facebook IPO Mess Turning Into A Legal & Financial Circus As Morgan Stanley Agrees To Adjust Prices On Trades

from the wow dept

On Friday, after the Facebook IPO, we wrote a response to those who were complaining about the lack of a first day stock "pop." While the press seems to love those first day pop stories, we've argued for well over a decade that such things are merely signs of a stock being underpriced by Wall Street, causing the company to leave money on the table that it should have received in exchange for its shares. As more details come out about the Facebook IPO, however, it looks like there were a bunch of other issues with the offering, and a big and lengthy legal mess is about to ensue. However, one thing I'll stand by is the claim that the lack of a pop is a good sign, not a bad sign. In this case, though, it may actually have been part of the banks' attempts to cover up the fact that they did the opposite of what they normally did: rather than underprice the deal, it sure looks like they overpriced it... and perhaps tried to cover up that information.

There was lots of talk about how the underwriters were propping up the price on Friday, suggesting weak demand for the stock at the IPO price (or above), and without that support this week, the stock has dropped. But there were significant other issues behind that, which came out in the past few days, including the somewhat astounding claim that the underwiters all learned that Facebook's Q2 was looking worse than had been previously communicated, leading the underwriters to all drop their estimates in unison... but supposedly only informed a few large institutional buyers. Yikes. It's somewhat insane that anyone thought they'd get away with that, and, of course, lawsuits have been filed and there are a bunch of government investigations kicking off, including from the Senate Banking Committee, the House Financial Services Committee and the SEC. I'm not at all confident that any of those will do a decent job of any of this... but it's going to be tied up for a long, long time.

Separate from all of this were the technical "glitches" that caused the IPO to happen later than expected... along with claims that either trades weren't being completed or the prices were higher than expected. On that front, Morgan Stanley has now admitted that it is going to comb through pretty much all of the trades and will make pricing adjustments... which is going to be pretty costly.

Felix Salmon's recap suggests that absolutely everyone comes out of this looking bad. It's just that kind of debacle. I do agree (somewhat) with Matthew Yglesias that blaming Mark Zuckerberg for not playing the Wall Street game is a little unfair, since Zuckerberg and Facebook actually made out nicely in the deal, apparently getting more cash for the equity they sold than what the market was valuing the company at. From a corporate standpoint, that seems like a good deal. Sell high, and all that.

You could make the claim that that's a short-term view and in the long term, the fact that the IPO was so botched, and that Facebook may have walked away with quite a deal for the shares it did sell, may come back to haunt the company in other ways -- in particular when it next decides to tap the capital markets. However, Wall Street can be quite forgiving if you can make it lots and lots of money, and while it's certainly going to be a lot more careful in taking Facebook at its word going forward, a little skepticism and extra scrutiny on Wall Street isn't necessarily a bad thing.


Reader Comments (rss)

(Flattened / Threaded)

  •  
    identicon
    Anonymous Coward, May 24th, 2012 @ 10:13am

    It's somewhat insane that anyone thought they'd get away with that [...]

    I'd like to agree with you, but I don't. Consider the best and worst case scenarios:

    Best case: they get away with it and make a BIG pile of money.

    Worst case: investigations and lawsuits take years to reach conclusions. They can be stonewalled by skilled corporate attorneys (and will be, no doubt). Expendable low-level employees can be set up to take the fall, since they were "operating recklessly without management approval". Statements can be issued declaring "we take this matter seriously". Favors can be called in from ex-brokerage employees at all levels of government. Blame can be shifted. "Mistakes were made" can be made plausible. Plenty of time remains to bail via golden parachute and be somewhere else when that sternly-worded letter finally shows up in 2017. Nobody will go to prison. Nobody will give up any profits. If the companies are fined, that'll be covered by a taxpayer-funded bailout.

    So...I don't think they're insane at all. I don't think they care whether they get away with it, because even if they don't...they will.

     

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      Libreman, May 25th, 2012 @ 12:13am

      Mike is committing the mistake of thinking about Wall Street logically and using common sense - THIS IS NOT HOW Wall Street WORKS! ;)

      The dynamics of so called markets do not follow the rules of reason by any stretch of imagination - what appears to you as a good thing may be (and most often is) the exact opposite by "market logic" and vice versa - this is actually true for economics in general.

      Take for example a case when you'd wave a magic wand and cure all disease at once - while we can all agree this would be a good thing I guess, it would be interpreted as a total disaster in market terms. A huge chunk of US GDP consists of "healthcare" industry so GDP would crash overnight, companies would fail, stocks plummet, investment portfolios tank - it would cause an all out recession/depression. This is clearly total polar opposite of the actual situation which would be great by common sense and proper logic.

      The same goes for ending war (what would the "defense" contractors do? You do not want their children to starve by ending the wars, do you?)

      It's upside-down, that's why what makes perfect sense to you like the FB IPO trading at the price it was offered instead of a "pop" is actually a bad thing when "market logic" comes into play - so a fair warning:

      DO NOT USE COMMON SENSE AND LOGIC where markets are concerned - you'll get burned badly, taht is no place for reason.

       

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    •  
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      Anonymous Coward, May 25th, 2012 @ 6:35am

      Re:

      that is so true, it is not funny.

       

      reply to this | link to this | view in chronology ]

  •  
    identicon
    John Doe, May 24th, 2012 @ 10:14am

    The stock market is rigged

    It is time people realize the market is rigged. The NYSE might as well be in downtown Las Vegas, you have about the same odds.

     

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    A Guy (profile), May 24th, 2012 @ 10:31am

    I wanted to short it

    I told everyone I cared about to stay as far away from the facebook IPO as possible. The PE ratio was over 100. That alone usually means run away as quickly as possible.

    I wanted to find a way to short it, but I didn't have any way to borrow the shares. :-/

    On top of that, there are apparently A LOT more shares available to come on the market soon. The owners are currently contractually barred from selling, but a massive increase in supply probably won't make the value per share go up.

    Maybe in 6 months or a year it will be possible for the market to work out a fair value.

     

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      Hephaestus (profile), May 24th, 2012 @ 4:58pm

      Re: I wanted to short it

      This and the competition from Google+, Facebook is going to begin a slow fall.

      Google Plus ... Its Facebook, just not evil.

       

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        Anonymous Coward, May 25th, 2012 @ 11:26am

        Re: Re: I wanted to short it

        Google is just as evil as Facebook. The only difference between the two is that Google is not dependent on Google+ for its revenue stream. Facebook is purely a one-trick pony and it's not even giod at the one trick it knows.

         

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    Ninja (profile), May 24th, 2012 @ 10:37am

    Facebook is an empty promise. You know a social network that's less prone to the flavor of the moment issue? LinkedIn. It surely yields much less profits but it is profitable and I can see it surviving in the long term. Facebook might not end up like Orkut but it'll surely shrink over time. Ant it's amusing, Orkut virtually died out but you don't see ppl moaning about the future of Google simply because Google is both based in a diversified model and it has plenty of long term sustainability.

     

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    •  
      identicon
      Anonymous Coward, May 24th, 2012 @ 10:40am

      Re:

      LinkedIn is a spam factory, and it's starting to cost them.

       

      reply to this | link to this | view in chronology ]

      •  
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        Ninja (profile), May 24th, 2012 @ 10:57am

        Re: Re:

        What do you mean by spam? I barely ever receive anything unwanted from my contacts.

         

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        •  
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          Digitari, May 24th, 2012 @ 11:10am

          Re: Re: Re:

          you mean your friends aren't named "topless21" "slimgirl19"and "DD44"?

           

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            Baldaur Regis (profile), May 24th, 2012 @ 11:50am

            Re: Re: Re: Re:

            Geez, how'd you get such cool friends? My LinkedIn friends are 'toothlessinseattle', 'pedobear9234', and 'slimgirl62'. I'm thinking of adding 'nigerianprince029943'. He's a prince! From Nigeria!

             

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        •  
          identicon
          Anonymous Coward, May 24th, 2012 @ 11:14am

          Re: Re: Re:

          LinkedIn sends spam to:

          - addresses of people who've never been to the site
          - addresses that don't exist
          - addresses that NEVER existed
          - addresses designed as spamtraps

          A brief (and cluttered, sorry) introduction to this may be had by going to https://groups.google.com/group/news.admin.net-abuse.email/topics and searching for "linkedin". Or you could just search the web for "linkedin spam", because this is a fairly well-known problem, and has been for years.

           

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            Ninja (profile), May 24th, 2012 @ 11:43am

            Re: Re: Re: Re:

            wow.. never seen anything like that.. Either Google's spam filters are damn efficient or I dunno. In fact I've been chatting with a former classmate today via linkedin after a while without hearing from him.

            I'm gonna dig into this.

             

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        •  
          identicon
          Anonymous Coward, May 24th, 2012 @ 1:45pm

          Re: Re: Re:

          I left LinkedIn because I asked them to stop sending me emails, I unsubscribed from EVERYTHING, and I still got 2 emails a day from them. Maybe I did something wrong, but damn if I didn't try 5 times to get them to leave me alone.

           

          reply to this | link to this | view in chronology ]

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    iamtheky (profile), May 24th, 2012 @ 11:07am

    However, one thing I'll stand by is the claim that the lack of a pop is a good sign, not a bad sign.

    A downward moving number that is only mitigated by underwriters, is both lack of a pop and a bad sign.

     

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    gorehound (profile), May 24th, 2012 @ 11:29am

    Meanwhile I have had more LOL's at this whole thing than I have in years.I watched all the greed come out and now I will watch it all implode a little more each day.And within 3 years Facebook will be another myspace.And they are supporters of CISPA which won't sit well at all when the general public finally learns the truth about CISPA.
    Think of this whole Stock Market thing and you really get to see just how worthless and greedy that whole Industry is.As I watched the beginning all I could think of was Lemmings.

     

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    DCX2, May 24th, 2012 @ 12:23pm

    Let's call it "Prop and Drop"

    Can I be the first to coin the phrase for this particular bit of financial malfeasance? Instead of "pump and dump" let's call it "prop and drop".

     

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    Hephaestus (profile), May 24th, 2012 @ 6:08pm

    Whats funny is, facebook is probably going to be asked for concessions to spy on its users in real time in order to make this all go away.

     

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