Facebook Blames Nasdaq Errors For Its Weak Market Debut

For the first time, Facebook is acknowledging what went wrong on IPO day and in the days after its lackluster stock market debut. Facebook’s fingers are pointing directly at the Nasdaq Stock Exchange.

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In a newly released court motion where some investors are suing Nasdaq, Facebook reveals Nasdaq’s software crash caused a huge mess of its IPO.

Nasdaq tech glitches caused a 30-minute delay on May 18. Many traders reported trouble with canceling orders and trading, at times, on the platform. The motion reveals some investors are suing Nasdaq in six class action cases. These lawsuits allege Nasdaq is to blame for causing a lot of uncertainty and investor losses.

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“As has been widely reported in the press, the commencement of trading in Facebook shares was delayed as a result of problems with Nasdaq’s software systems, which impaired the orderly execution of trades and price levels,” the motion states. Facebook’s May 18 IPO debut in no way matched the initial excitement for the company’s market debut.

The report recognizes that Nasdaq’s errors caused confusion and angst among shareholders. In the motion, Facebook mentions “investors suddenly were turning against Facebook” as a direct result of the technical difficulties.

In the days after the IPO, Nasdaq apologized for the errors. Facebook believes these public reports further hurt the social network’s chances in the stock market.

“Commentators have stated that Nasdaq’s announcement caused a rash of stock sales that again drove down the price of Facebook shares,” the motion states.

The motion, which comes a month after its IPO, Facebook and its lead underwriters Morgan Stanley, J.P. Morgan and Goldman Sachs filed the motion in Federal District Court to consolidate 40+ shareholder lawsuits, according to the initial The New York Times report.

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Facebook requests all lawsuits be transferred to the Southern District of New York to streamline the proceedings. Facebook’s primary law firms in IPO-related dealings are Willkie Farr Gallagher LLP and Kirkland Ellis LLP.

In this report, the company lays out its defense. Facebook acknowledges its dealing with analysts prior to May 18.

According to the motion, Facebook shareholders are suing the company, its directors and underwriters “to challenge certain disclosures in advance of Facebook’s IPO.” Individuals allege Facebook misinformed them about risk factors pertaining to the giant social network.

Facebook alleges it followed “customary practice.” The report states the company certainly did disclose a trend that could hurt its stock forecast. The company reports it made an amendment to its S-1 filing for its IPO on May 9, acknowledging the growth users on the platform was “outpacing” the number of ads reach its 901+ million users. Despite this, analysts shared “forward-looking forecasts” with investors.

“The May 9 Amendment ascribed that trend to the increased usage of Facebook on mobile devices, in which display advertising was limited at the time, as well as certain product changes that affected the volume of advertising that could be displayed,” the motion states. “As is customary, and like the original S-1, the May 9
Amendment did not include forward-looking projections.”

The report available for view on Dealbook.

Image courtesy of iStockphoto, blackred


Bonus: Facebook’s Road to IPO


2004: First Offers Turned Down

Facebook launches with humble beginnings that most people have seen dramatized in The Social Network by now. It was a small social site backed by only a little money, and limited just to the undergrads at Harvard. Right out of the gate, Facebook turned down offers from an unknown investor and Friendster, each offering $10 million. This was, of course, when the company was still called TheFacebook.

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This story originally published on Mashable here.

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