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Five Ways the Facebook IPO Teaches Us About How Wall Street Games the System

Friday, 25 May 2012 11:03 By Pat Garofalo and Travis Waldron, ThinkProgress | Report

Facebook’s initial public offering — which so dominated the financial press that Facebook has been on the cover of the Wall Street Journal for nine straight days — has started to raise some red flags for regulators, after it came to light the company and its Wall Street underwriters quietly hid a report about weak revenue. And that’s just one of several ways in which the Facebook IPO highlights how Wall Street and big companies can game the rules to gain an economic advantage. Here are five examples:

1. Facebook may have hid information about weak revenue growth: According to one lawsuit launched since the company went public, Facebook “concealed crucial information” regarding weak revenue growth, failing to disclose a revised revenue forecast, much like Wall Street banks failed to provide key information about mortgage securities they were peddling before the financial crisis.

2. Morgan Stanley alerted “preferred” investors to Facebook’s poor growth forecasts: Facebook’s Wall Street underwriters are facing scrutiny from regulators for only alerting certain “preferred” investors about Facebook’s declining revenue stream, leaving many potential shareholders in the dark.

3. Facebook stock dropped, Wall Street got rich: Facebook stock plummeted on its second day of trading and has continued its decline since, but Morgan Stanley and the other underwriters are still turning massive profits by “shorting” its stock. “In fact,” Fortune’s Steven Gandel wrote, “Morgan Stanley and the other banks who were selling Facebook shares to the public were positioned to make more money the lower Facebook’s shares went.” As of Tuesday, the group of Wall Street banks that underwrote the IPO could have topped more than $450 million in profits — on top of more than $170 million in underwriting fees.

4. Facebook will dodge billions in taxes after its IPO: Corporate tax law allows companies that issue stock options to make huge deductions to their tax liabilities, helping Facebook avoid $16 billion in taxes. CEO Mark Zuckerberg could possibly never pay taxes again, using a series of loopholes to avoid them after the initial hit he’ll take after selling shares.

5. Facebook is spending big on politics: Just like the Wall Street banks and other big companies that spend huge amounts of cash lobbying Washington, Facebook jumped into the fray, giving $119,000 in donations to lawmakers through March 31. The money went to leaders of both parties and those lawmakers who “serve on House and Senate committees that handle Internet and online privacy issues.”

As Reuters’ Felix Salmon simply put it, “Facebook was whispering in the ears of the lead managers of its investment banks, on the understanding that the results of those whispers would remain available only to select clients until after the IPO was over. That’s not cool.” But at the moment, it’s how big businesses and Wall Street banks operate.

Originally published on ThinkProgress

Pat Garofalo

Pat Garofalo is Economic Policy Editor for ThinkProgress.org and The Progress Report at American Progress.


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Five Ways the Facebook IPO Teaches Us About How Wall Street Games the System

Friday, 25 May 2012 11:03 By Pat Garofalo and Travis Waldron, ThinkProgress | Report

Facebook’s initial public offering — which so dominated the financial press that Facebook has been on the cover of the Wall Street Journal for nine straight days — has started to raise some red flags for regulators, after it came to light the company and its Wall Street underwriters quietly hid a report about weak revenue. And that’s just one of several ways in which the Facebook IPO highlights how Wall Street and big companies can game the rules to gain an economic advantage. Here are five examples:

1. Facebook may have hid information about weak revenue growth: According to one lawsuit launched since the company went public, Facebook “concealed crucial information” regarding weak revenue growth, failing to disclose a revised revenue forecast, much like Wall Street banks failed to provide key information about mortgage securities they were peddling before the financial crisis.

2. Morgan Stanley alerted “preferred” investors to Facebook’s poor growth forecasts: Facebook’s Wall Street underwriters are facing scrutiny from regulators for only alerting certain “preferred” investors about Facebook’s declining revenue stream, leaving many potential shareholders in the dark.

3. Facebook stock dropped, Wall Street got rich: Facebook stock plummeted on its second day of trading and has continued its decline since, but Morgan Stanley and the other underwriters are still turning massive profits by “shorting” its stock. “In fact,” Fortune’s Steven Gandel wrote, “Morgan Stanley and the other banks who were selling Facebook shares to the public were positioned to make more money the lower Facebook’s shares went.” As of Tuesday, the group of Wall Street banks that underwrote the IPO could have topped more than $450 million in profits — on top of more than $170 million in underwriting fees.

4. Facebook will dodge billions in taxes after its IPO: Corporate tax law allows companies that issue stock options to make huge deductions to their tax liabilities, helping Facebook avoid $16 billion in taxes. CEO Mark Zuckerberg could possibly never pay taxes again, using a series of loopholes to avoid them after the initial hit he’ll take after selling shares.

5. Facebook is spending big on politics: Just like the Wall Street banks and other big companies that spend huge amounts of cash lobbying Washington, Facebook jumped into the fray, giving $119,000 in donations to lawmakers through March 31. The money went to leaders of both parties and those lawmakers who “serve on House and Senate committees that handle Internet and online privacy issues.”

As Reuters’ Felix Salmon simply put it, “Facebook was whispering in the ears of the lead managers of its investment banks, on the understanding that the results of those whispers would remain available only to select clients until after the IPO was over. That’s not cool.” But at the moment, it’s how big businesses and Wall Street banks operate.

Originally published on ThinkProgress

Pat Garofalo

Pat Garofalo is Economic Policy Editor for ThinkProgress.org and The Progress Report at American Progress.


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