If you gave in to the temptation to be a part of Facebook’s initial public offering, I’m guessing your original excitement has given way to the Kubler-Ross five stages of grief — (1) denial, (2) anger, (3) bargaining, (4) depression, and (5) acceptance.
With shareholder lawsuits being filed because investors believe they were “punk’d,” I’d say they’re probably somewhere between stages 2 and 3, and asking themselves how something that seemed like a sure bet on a wildly popular company fall so flat.
What happened isn’t really all that surprising. Things are in a constant state of motion when an IPO is looming. Projections change. The economy changes. People who run the company change. There is nothing static — or safe — about an IPO. If you’re lucky and you’ve agreed to buy shares when they’re first available, and the stock price skyrockets — as many people hoped and expected would happen with Facebook — you sell right away at a spike in the price, take your tidy little profit and call it a day.
Except that rarely happens. Even though there is never a sure thing on Wall Street, many people thought this would be the exception. After all, it’s Facebook we’re talking about.
Plenty of those investors who are steaming today are wondering what they got themselves into. And what do we do in America if we think we’ve been punk’d? No, we don’t stalk Ashton Kutcher. We sue. Shareholder lawsuits may or may not be well-founded depending on whether reports that Facebook lowered its earnings projections in the days before the IPO went public are true, and whether it’s also true that only the most well-connected, high dollar investors were privy to the information that might have caused the regular folk to re-think their stock market plans if they’d known.
The bad news is this, kids — if Facebook updated the public disclosure information they were required to make, even if investors didn’t see it, Facebook could be in the clear. While the IPO is governed by a jumble of regulations and laws, the basic rule of thumb for public corporations, and those going public, is disclosure, disclosure, disclosure. If things change before the IPO goes live, there’s no obligation for a company to shout the information from the rooftops or on TV or in newspapers or even in a Facebook post. It’s the responsibility of an investor to stay current on the publicly filed documents with the most recent information.
Not to mention this little disclaimer that’s right at the top of Facebook’s SEC registration statement:
“The information in this prospectus is not complete and may be changed.”
Of course, that’s legal CYA language, but there is a huge reason it’s there — things change until the last minute in these deals.
Of course, no one is quite clear yet whether there was additional, specific, whispered material information that made its way to the large, favored investors that might have caused them not to take on as big a chunk of the IPO as they had originally planned. One clue on that would be to watch what Facebook insiders were doing with their shares after they became aware of potentially lower earnings projections and before the IPO. That could shed a little light on whether there was any securities hanky-panky. But in the end, even if there was, it probably won’t matter if you were one of the “little” investors in the Facebook offering.
As a former SEC enforcement attorney, I can tell you that unless someone has fast-tracked the investigation, this will take YEARS to unravel. And then, even if wrongdoing is uncovered, and money actually is recovered for investors, it will be peanuts. I know people thought this would be the path to fortune, but in reality there are only two ways to go now –cut bait while Facebook stock is hovering at about $29 a share, lick your wounds and focus on a long-term personal investment strategy that isn’t about rolling the dice on an IPO or hang on for the long run and hope that something happens to give it a second life (is that what’s up with the talk of a Facebook smartphone?).
The stock market is like Las Vegas — you can let things ride and pray for the best, or you can fold and move on to another, less risky investment strategy as part of the fifth Kubler-Ross stage of acceptance. There will be no pot of gold at the end of the investigative rainbow. There never is.