This all not to say that Facebook and Ebersman are in the clear here. But, oddly, Sorkin effectively absolves them of their worst actions: Sharing critical details of Facebook’s slowing finances with Wall Street analysts but withholding them from retail investors. Sorkin says:
The disclosures in the company’s I.P.O. prospectus — which were Mr. Ebersman’s responsibility — were, for the most part, pretty transparent, giving investors a good sense of the business, despite all the hype.
Problem is, they were extra transparent if you were a Wall Street analyst or one of their big clients. I don’t usually disagree much with Weil, but he’s sort of on the same page here, writing that “In spite of the shareholder lawsuits filed against Facebook, I have seen no indication that the company’s executives lied to the public about its performance or prospects.”
I don’t think Facebook lied per se. But it told a select group of analysts and investors about material revenue declines while giving everyone else a much blurrier picture.
Facebook’s defense is that it amended its S-1 on May 9 to say that increased mobile usage was hurting its results. But that language is barely different than what the prospectus had said all along, as VentureBeat noted in an excellent piece back in May.
The difference is that Facebook told Wall Street in the nine days before its listing that its revenue growth was being hurt by mobile (some 5 to 7 percent), while it told everyone else that it could be hurt by mobile. Whether that’s illegal, well, I’m not a judge. But it’s sure not right, and it’s at least questionable enough to have the company and/or its bankers facing a class-action lawsuit from shareholders, a preliminary inquiry from the SEC and FINRA, congressional questions, and at least one subpoena from Massachusetts.
This quote from a Reuters story in May shows how serious a matter this could be:
“If Facebook told analysts to materially lower their forecasts, it should have told the entire market,” said Antony Page, a professor at the Indiana University Robert H. McKinney School of Law. “We need to know what exactly was said to the analysts, and determine how different Facebook’s public story was from its private story.”
Beyond all this, though, Sorkin ultimately ignores the big story: That Facebook and its bankers knew that its growth was slowing and that investors were dramatically overvaluing the company, and cashed in on the bubble before everybody else caught on. This was a company that immaculately timed the peak of a mania.
That Facebook shares have collapsed since then is because the expectations that supported their sky-high valuation have come back down to earth, as they should. Everything else is more or less noise.