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stories filed under: "sec"
Say That Again

Say That Again

by Mike Masnick


Filed Under:
reporting, restrictions, sec

Companies:
associated press



The AP Not So Happy About Reporting Restrictions When It Goes In The Other Direction

from the good-for-us,-not-for-them dept

Well, this is amusing. Remember how the AP is trying to limit how others can report on or make use of AP news? Right. Hold that thought. Now remember how the Southeastern Conference (SEC) is trying to restrict how both the fans and reporters can report on games? Well, you know what's coming next. Stephen points out that the AP is now protesting the SEC's policies. Apparently, the AP is only a fan of such reporting restrictions when it impacts others rather than themselves. The full letter (pdf) sent to the SEC by the AP and some other reporting groups takes issue with many of the restrictions, and apparently doesn't notice the irony in the fact that the AP is trying to restrict others in much the same way.

11 Comments | Leave a Comment..

 
Earnings, IPOs, and the like

Earnings, IPOs, and the like

by Mike Masnick


Filed Under:
ipos, sec

Companies:
facebook, google



Facebook Won't Be Rushed Into Going Public Like Google

from the well,-it's-financials-are-quite-a-bit-worse... dept

Throughout 2002 and 2003 there was a ton of speculation concerning when Google would "finally" go public. Everyone knew the company was making a lot of money and growing fast, but it wasn't clear how big the company was nor how successful. The company's top execs insisted that they did not want to go public and tried to avoid any discussion of it. However, in early 2004, the company tripped a specific level that required them to start reporting their earnings publicly. If you have over 500 shareholders, even as a private company, you are required to file earnings reports, just as if you were a public company -- and at that point, Google execs realized there was no additional benefit in remaining private. So that single event pushed Google to finally IPO, and some were beginning to wonder if the same might push Facebook into an oncoming IPO.

It looks like that won't be happening.

Facebook's lawyers requested and received a special exemption from the SEC, allowing the company to not report its earnings publicly, even if it goes over 500 shareholders (which is likely to happen relatively soon). The exemption will remain in place until the company decides to go public or is acquired. You have to think that some folks at Google are kicking themselves for not trying to do the same thing. Either way, it's pretty clear that Facebook doesn't have the financial numbers that Google had at the time it went public, either -- so forcing Facebook to go public at this time probably would have made a lot less sense than it did for Google, who had fantastic earnings.

2 Comments | Leave a Comment..

 
Legal Issues

Legal Issues

by Mike Masnick


Filed Under:
liability, linking, sec, section 230



Do The New SEC Rules On Linking Violate Section 230 Safe Harbors?

from the maybe-so... dept

Eric Goldman has submitted comments to the SEC explaining how its recent guidelines concerning the liability for companies based on links on their websites most likely violates the safe harbor provisions in Section 230 of the CDA. Section 230, as we've discussed over and over again, provides a clear safe harbor to protect third parties from liability for the actions of others. While we personally think it should just be common sense that third parties shouldn't be liable for the actions of others, it's been clear for way too long that common sense isn't really all that common.

In this case, the SEC indicated that some companies may be liable for content on third party sites that they link to, if the link gives the impression that the company has approved or endorsed the info. As Goldman points out, this appears to be in violation of the safe harbors, as no one should be liable for content they have no control over -- even if they indicate they might endorse that content.

17 Comments | Leave a Comment..

 
Scams

Scams

by Mike Masnick


Filed Under:
ads, dot com bubble, revenue, sec

Companies:
aol



SEC Sues Former AOL Execs For Ad Scam

from the the-case-that-keeps-on-giving dept

It's somewhat amazing that this case is still going on, but AOL's sneaky ad deals to boost its own revenue are still the target of lawsuits. Back in 2006, we noted that federal prosecutors had decided that it wasn't worth prosecuting the executives involved. However, it appears that the SEC feels differently. It's now sued eight former AOL execs for taking part in the scam -- though, four of them have already settled. If you don't recall, AOL had this nice little trick where it would "swap" ads with other sites, where no money changed hands, but both sides would record revenue. That let them boost revenue (up to a billion dollars for AOL) without any actual revenue coming in. It's a nice little trick... and it's also illegal. Though, it all took place in the 2000/2001 timeframe, so it's not clear why it took the SEC seven years to do something about it.

3 Comments | Leave a Comment..

 
Venture Capital

Venture Capital

by Mike Masnick


Filed Under:
greentech, public trades, publicly financed, sec, venture capital



The SEC May Want To Have A Word With The Latest Venture Capitalist On The Block

from the not-quite-legal dept

A few weeks ago, we discussed why the idea of a P2P venture capital firm didn't make much sense. Having lots of people invest is the same thing as going public -- and doing that requires complying with all sorts of SEC regulations. Simply opening up shop and asking lots of people to invest is bound to cause problems. Apparently, that's not stopping some folks. Wired has an article about how the founder of Powerset (the massively hyped up search engine startup that hasn't even launched yet) has moved on to try to start a new venture capital firm that would take small investments from many people and use those funds to invest in "greentech" investments. This is a little different than the P2P VC firm that we talked about, and actually seems to resemble something from the dot com bubble: a company called meVC, that allowed the public to invest money, which was then invested in startups. Of course, the folks at meVC at least realized that soliciting funds from the public meant going public itself first, so as not to run afoul of SEC regulations. Even then, things didn't work out so well. From the sound of things, it's not clear that the guy behind this new effort even realizes that, as described, the fund itself is probably very much in violation of SEC rules, but I'm sure the SEC will be kind enough to inform him pretty quickly if he moves forward with those plans.

3 Comments | Leave a Comment..

 
Computers

Computers

by Mike Masnick


Filed Under:
computers, congress, gao, insider trading, sec



SEC Computer System Not So Great For Catching Insider Trading

from the whoops dept

Well if the FBI can have a terrible computer system that's useless at catching terrorists, should it really be much of a surprise that the SEC has a computer system that isn't particularly useful at catching insider trading? That, at least, is the word from the Government Accountability Office (GAO) in its latest report to Congress. Apparently the GAO found that the SEC's computer system can't even search referrals from its own investigators concerning insider trading. Of course, what's not clear (at least from the article) is how much the SEC paid for this computer system... and how much more it will cost to get one that's actually useful.

3 Comments | Leave a Comment..

 
Wall Street

Wall Street

by Mike Masnick


Filed Under:
insider trading, sec

Companies:
cognos, ibm



Insider Trading On The IBM Cognos Deal?

from the anyone-from-the-sec-paying-attention? dept

Technology stocks have been getting battered over the last few days, which is why it stood out to folks like Eric Savitz at Barron's that Cognos stock jumped on no particular news last Friday. It was one of very few tech stocks heading up, so it clearly stood out. Since the company had been subject to various acquisition rumors, it wasn't too surprising to hear Monday morning that IBM was buying Cognos for $5 billion -- but it has folks like Savitz wondering if the SEC is on the trail of whoever was clearly trading on that info on Friday.

3 Comments | Leave a Comment..

 
Wall Street

Wall Street

by Mike Masnick


Filed Under:
black-scholes, expensing, sec, stock options

Companies:
cisco, google, zions



SEC Allows Market-Based Options Expensing... Though Questions Linger

from the is-the-market-accurate? dept

A few years ago, there was a big debate over whether or not companies should be forced to expense stock options. Most companies did not count stock option grants as an "expense" on the income statement, even though it could impact the company's financial situation. Some argued that this gave companies a way to hide compensation -- though, that was somewhat misleading. Most of the necessary information was still in the footnotes -- it just didn't play directly into the numbers. There was some speculation that if forced to expense stock options, companies would stop using them as an incentive and it would hurt the stock of many companies as it would be harder to appear profitable (more expenses dragging down the net income number). Of course, this was silly also. Since the number of stock option grants didn't have any real immediate impact on cash, it wasn't impacting the actual cash position of the company. It seemed likely that the market had already calculated in the "expense" of options. Indeed, after FASB decided that companies should expense options, the impending doom many predicted failed to appear.

Of course, that doesn't mean there still aren't question about how you expense stock options as there's no really good way to know how much they're worth. The standard method for calculating the price of an option, the Black-Scholes method, isn't really accurate for high growth companies -- but it's what is most commonly used. However, there have been some experiments to more accurately price options. Cisco kicked off the debate on this topic a couple years ago by proposing derivatives based on the options that could be publicly traded. Then, Cisco could expense the actual options based on the market price of the derivatives. The SEC rejected this plan, but it appeared that the rejection was mainly on some finer technical points. When another company, Zions Bancorp, proposed a very similar model, the SEC seemed much more willing to along with it. The latest is that the SEC has now approved Zions' plan for options expensing based on publicly traded derivatives. The story at Gigaom provides some of the reasons why this might not actually be a very accurate way of expensing options -- but it seems a lot more accurate than something like Black-Scholes. Also, again, the market has most likely already priced in the real impact of these numbers games into the stock price, so it shouldn't have any real impact. Given the approval, though, expect many other high growth companies to jump on board with similar plans, as it's likely to reduce the "expense" associated with options.

In the meantime, we're still surprised that there hasn't been more discussion about Google's experiment with actually allowing employees with stock options to sell the options themselves to institutional traders. That seems like it could be an even more accurate way of pricing the options, since there will be a real market for them. However, it still seems like it's being used merely as an employee perk, rather than a method for expensing options.

2 Comments | Leave a Comment..

 
Overhype

Overhype

by Mike Masnick


Filed Under:
equity, gimmick, hype, sec, shares

Companies:
synthasite, travelzoo



Bubble 1.0 Hype Ideas Brought Back To Life By 2.0 Companies

from the well,-look-at-that... dept

It's been amusing watching all of the ridiculous PR-generating gimmicks from the original dot com bubble come back to life over the last couple years from new companies who are either using the same playbook or too new at the game to know that it's been done before. For example, remember the online travel startup TravelZoo? In order to enter the already overcrowded online travel market and still get some traction, the company promised shares of stock to early users. While there were plenty of questions about the legality of this, it appears that the company played by the rules and didn't violate any kind of securities law (which seems surprising, since offering any kind of shares in a private company usually requires an awful lot of very specific hoops that you need to jump through) -- and it even paid off for some users of the site who were able to make some money. Unfortunately, the gimmick ended up costing Travelzoo a lot more than it expected. Either way, there's some random new company out there that's trying to do something similar, promising stock to users for performing certain actions within their site. Again, this should raise a number of legal questions, but the site's founders insist that it's okay because they're not actually issuing shares, just allocating them to be issued at the point of a liquidity event. It's not clear that a securities regulator would feel the same way about it. Publicly offering any kind of equity tends to require some very, very careful steps for any company to take, and you'd have to image that the potential risks from violating securities law could be a lot greater than any brief burst of (non-product-related) publicity this kind of gimmick generates.

11 Comments | Leave a Comment..

 
Wall Street

Wall Street

by Joseph Weisenthal


Filed Under:
investment banks, private stock exchange, sec

Companies:
goldman sachs



Investment Banks Asked To Make Private Exchanges More Compatible

from the network-effects-baby dept

We've been following the recent rise of private electronic stock exchanges established by the major investment banks for the purpose of offering companies a place to sell stock without being subject to SEC regulations. While there seems to be interest in this model, a potential complication would arise if the various exchanges were incompatible. It would hamper liquidity if a company going "public "on Goldman's exchange, for example, was only open to investors participating on that exchange. According to Dealbook, listing firms are prodding the banks to open up their exchanges to promote liquidity. If this does happen, there's a much better chance of these markets having a significant impact. One other problem that won't be solved easily arises from an SEC rule which states that any company with more than 499 public shareholders is necessarily a public company and thus compelled to abide by the full spate of regulations. If participation is limited to a handful of large investing institutions, this might be okay, but the rule will prevent this system from getting too popular.

2 Comments | Leave a Comment..

 
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