Legal Dislikes

Equities analyst Barry Ritholtz wasn’t buying Facebook or its initial public offering. In a May 22 blog post, he described Mark Zuckerberg as an arrogant, 28-year-old man-child and said that the social network “went public more or less unlawfully over the past two years, allowing 1000s (or more) of outside investors to acquire substantial stakes via secondary markets from their employees and early investors.”

“More or less unlawfully” is about to be tested in court. Within 10 days of the May 18 IPO, at least six class-action suits were filed against: Facebook; Facebook CEO Mark Zuckerberg; the five investment banks underwriting the offering; Facebook board members Erskine Bowles (yes, that Erskine Bowles) and Donald E. Graham (CEO and chairman of the board of The Washington Post). And others.

All the complaints allege that Facebook reduced its revenue estimates during the IPO roadshow, the ritual series of meetings with analysts, fund managers, and potential investors. The lastminute change in forecasts meant that Facebook’s business was “deteriorating rapidly,” according to one complaint filed. Small investors never got the memo.

One suit alleges that the investment bankers knew that demand for the stock was going to be lower than expected, yet they increased the share price and increased the allocation of shares by 25 percent. Then they short sold the stock, which “guaranteed them a huge profit when they covered less than $38 per share.” A stunning allegation, if it proves to be true.

Within 10 days, the stock was selling at $27. At press time, it was $25.85.

A spokesperson for Facebook says the suits are “without merit.” Juries in federal courts will decide.