Tag Archives: IPO

SEC approves $62M payout after Facebook’s botched public offering in 2012

The Securities and Exchange Commission has approved a plan (PDF) by the Nasdaq stock exchange to pay $62 million to investors. That sum covers the losses incurred during the bungled Facebook initial public offering (IPO) last year.

In May 2012, when the social network’s highly anticipated stock went public, there was an unexplained 30-minute delay before the stock began to be traded. By the time the stock was finally made available, a huge order volume overwhelmed Nasdaq.

According to the Wall Street Journal, banks are estimated to have lost around $500 million due to the “delay in the opening of Facebook trading and subsequent confusion over individual trades.” The kerfuffle didn’t fully resolve itself for three hours—an eternity in the age of high-frequency trading. Many banks, including UBS and Citigroup, have slammed the deal, adding that they will seek arbitration.

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The top six business of technology stories of 2012 (Why six? Why not!)

Everyone in the KC region wants one of these trucks to show up at their house sooner rather than later.

Here at the Ministry of Innovation we’ve been bringing you loads of stories about all of the interesting and (hopefully useful!) changes that are coming out of Silicon Valley and elsewhere. Out of all of those stories, we’ve selected six that we feel not only had the most impact, but whose effects will continue to be felt into 2013 and beyond.

#6: Car-sharing services launch, fight the law

Back in June I heard about two San Francisco startups—Lyft and SideCar—that had similar business models. By the next month, I became a driver for both companies. Both companies allow individuals armed with smartphones to moonlight as not-quite-taxi drivers. Then, potential passengers can pop open their own app and request a pickup from whatever point in San Francisco they like. Payment is all handled within the app via credit card. It’s sort of like Uber, except for those of us that don’t need to travel by black car. However, state regulators (to say nothing of the incumbent taxi industry) haven’t taken too kindly to these companies.

We reported about how the California Public Utilities Commission (which deals with taxi regulation) hit the companies with a cease-and-desist in October. The following month, they were slapped with $20,000 in fines which naturally were appealed. But earlier this month, the CPUC seemed to have softened its tone and appeared willing to at least consider legitimizing these companies by changing the rules.

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Fairness For Shareholders Who Bust Their Butts

Ronen Shilo_Founder_CEO

Editor’s note: Ronen Shilo is the founder, chairman, and CEO of Conduit, a provider of cloud-based solutions that empower web and mobile publishers to engage their users across multiple platforms. Follow him on his Conduit blog and on Twitter.

Every day I thank the universe for my inexperience.

Why do I say that? Because one of the distinct advantages of not focusing one’s energies on becoming CEO of a big company – big, at least, by Israeli standards – is that you aren’t a prisoner of expectations. Or convention.

For example, from the day we started this business, we had at least two goals that might seem contradictory based on conventional wisdom. But they made perfect sense to us. The founders wanted to retain control of the company, yet at the same time we wanted to allocate as many shares as possible to those who would be instrumental in helping us succeed. And we started to do that in our very first year of operation.

We saw no tension in that structure at all because the spirit of Conduit was to reward contribution – and the best way to do that was to keep as much ownership out of the hands of venture capitalists as possible. There simply wouldn’t have been enough shares to go around.

Flash forward. We’ve now built an extremely broad base of shareholders at every level of the company. And we’re also fortunate enough to have earned a price tag north of a billion dollars, brought to light by a recent J.P. Morgan investment. So we were faced with the question of how best to give equity holders an opportunity to generate some liquidity.

This was very consistent with the impulse behind our original concept. Giving people the opportunity to realize profits is a natural outgrowth of wide equity distribution.

To be totally candid, two immediate situations – one specific and the other a general economic reality – triggered my interest in finding a new model for realizing shareholder value. The specific event was the recent sale of stock by an early investor in the company to a new buyer. The second situation was the current buzz about technology IPOs – Facebook being at the top of the list – and the wealth-creating opportunities they represent for employees. (It’s a loud buzz and hard to ignore.)

Still, with Conduit, heading straight for the public markets is not our goal, and I believe I’ve made that clear before. I cannot honestly think of anything much worse than the distractions and strategic compromises that would result from having to manage this company for the short-term horizon of shareholders and analysts, rather than our long-term success.

Options, we know, can be wonderful. They are mechanisms to spread opportunity. I’m reminded of a recent series on National Public Radio (in the U.S.) that recounted the history of Silicon Valley. I learned that the eight innovators who founded Intel only left Fairchild Semiconductor – a company they started – because they weren’t granted options.

Fairchild’s investors “…didn’t understand things like giving stock options to employees,” Arthur Rock, who is the granddaddy of all venture capitalists, recalled. “Their attitude was very much like everyone else on the East Coast. Companies could give out a few options, but only to top executives. They were all very staid and white-shoe.”

But as terrific as options are, they shouldn’t put an employee’s assets in the deep freeze until an IPO event. I want the people who are helping to make our company great to have the opportunity to realize the economic rewards of their success in real-time, not deferred time. And the opportunities for that are limited.

True, there are secondary markets like SharesPost and others, but I don’t consider them a long-term, fair-value solution. (And apparently, neither does the SEC.)

So, we set out to find a solution that would work for our company and our employees. Our goal was to find a way to allow shareholders to sell some of their shares in parallel with other shareholders, while maintaining our status as a private company.

The concept we came up with is an apparatus I call a “co-sale.” The mechanism gives vested shareholders the opportunity to divest some of their shares in a pro-rata relationship to other shares that are being sold, including those of the founders. Which is in keeping with our founding spirit.

The co-sale is an adaptation of the well-known structure of the tag-along sale to fit our particular situation. With this mechanism in place, shareholders get matched proportionately to a selling shareholder, within the same class of stock.

This solution reflects our culture of shared upside. Since we did that before our shares had value, it seemed like simple justice to create a mechanism that would allow employees to benefit from after the shares gain value. So we modified our Articles of Association to accommodate the co-sale mechanism.

In designing the co-sale mechanism, we were assisted by a smart team of advisors, including Harvard Professor and corporate governance expert Lucian Bebchuk. I asked Professor Bebchuk if he would give me a quote for this piece, and he replied:

“I was impressed by how much Ronen and his team strived to design a win/win/win mechanism that would be fair and beneficial for all involved. Their commitment, I believe, paid off, producing an arrangement that should be expected to serve shareholders, employees, and the company.”

In that wonderful public radio story I mentioned, Andy Grove explains why the two words “exit strategy” make him cringe. I couldn’t agree with him more. As I’ve said many times before, making an exit is not a part of our agenda. That makes the co-sale mechanism the most reasonable and fair way for us to allow all those who bust their butts every day to turn some of their equity into cash – without having to exit.

As Zynga stock price plummets, company hemorrhaging top talent

At least five Zynga managers have left the company in August.

While all eyes in the tech business world have largely been focused on Facebook lately, there’s another big player that has stumbled even more in recent months: Zynga. The San Francisco social media gaming company has lost about 70 percent of its value since its December 2011 initial public offering. As of this writing, the stock is trading just above $3 a share.

Worse still, some of its top executive and managerial talent are jumping ship, “as the online game maker grapples with slowing growth and a slumping share price that lessens the value of compensation,” according to Bloomberg News.

Just yesterday, Alan Patmore, who oversaw CityVille, was lured away to Kixeye. Erik Bethke, a company general manager in charge of Mafia Wars 2, said on his Facebook page that he’d left the company this month. Bloomberg also reported that Ya-Bing Chu, a company vice president, and Jeremy Strauser also left this month. Chief Operating Officer John Schappert left the company on August 8 after disappointing earnings—he was only at the company for less than 18 months.

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Facebook Falls to Half of IPO Price

(NEW YORK) — Facebook’s stock fell to $19 for the first time on Friday, meaning it has lost half its market value since the company’s initial public offering in May. It hit that milestone on Friday, a day after the expiration of a lock-up period. The lock-up’s end has provided some early investors and insiders with an [...]

Groupon Plunges 20% on Weak Deal Growth

Chicago-based daily-deals website Groupon saw its already-discounted stock price plunge by 20% after the company reported sales numbers that failed to impress Wall Street. Groupon, which sends out email discounts, is down a startling 71% from its IPO price less than a year ago.

Who’s to Blame for the Facebook IPO Debacle? Federal Court May Decide

Technical errors caused by the Nasdaq stock exchange helped push down Facebook shares in early trading, the social networking giant suggested in a legal filing late Friday, turning what should have been a triumphant moment for Silicon Valley and Wall Street into one of the worst-performing IPOs in U.S. history. Facebook’s claim about Nasdaq’s performance — [...]