Public companies are beginning to cautiously adopt social media as a disclosure channel. This area has experienced substantial changes lately as the SEC moved from a posture of threatening action against Netflix’s CEO for a post he made on his personal Facebook page to adopting a more relaxed and expansive position. This was really just… Continue Reading
Tag Archives: social media
SEC relaxes restrictions on social media postings (but Regulation FD still applies)
Posted in Disclosure GuidanceThe SEC tiptoed into the twenty-first century as the agency validated the use of social media sites in certain situations for disclosure of information by publicly traded companies. This social media disclosure is subject to some constraints, but it is a positive move for public companies, shareholders and potential investors who are social media users. … Continue Reading
Securities Law 101 (Part III): Watch your mouth! Regulation FD’s impact on (selective) disclosure
Posted in Disclosure GuidanceThis is the third part of our Securities Law 101 series. Because capital raising is such a critical function for middle market companies, we designed this series to introduce their management teams to some of the fundamental concepts in securities law. We hope that this series will prevent some of the most common mistakes management… Continue Reading
Video Interview: Discussing the Regulation FD concern with Netflix over Facebook post on LXBN TV
Posted in Disclosure Guidance, Technology Company IssuesFollowing up on my post on the subject, I had the chance to speak with Colin O’Keefe of LXBN regarding the SEC sending a Wells notice to Netflix and its CEO over a Facebook post the latter made. In the interview, I explain what happened, why the SEC is displeased and why it needs to… Continue Reading
Netflix CEO’s Facebook post leads to possible Regulation FD action by SEC – Time for some changes
Posted in Disclosure Guidance, Technology Company IssuesThe use of social media as a public company information channel encountered a roadblock on December 5, 2012 as Netflix, Inc. and its CEO, Reed Hastings, both received Wells notices from the SEC regarding a prior Facebook post that Mr. Hastings had made. A Wells notice is a notification from the SEC that it intends… Continue Reading
Careful with that tweet! Social media considerations for public companies
Posted in Disclosure Guidance, Technology Company IssuesSocial media use has experienced a meteoric rise. According to Tweetsmarter (a social media blog), the top five social media sites (Facebook, Twitter, LinkedIn, Google+ and Pinterest) have 1.8 billion users. Many companies have also embraced social media use as a cheap and efficient channel for the dissemination of information. Good examples here include Best… Continue Reading
Video Interview: Discussing the Facebook-Instagram Deal’s Fairness Review with LXBN TV
Posted in Mergers and Acquisitions, Technology Company IssuesFollowing up on my post on the subject, I had the opportunity to speak with Colin O’Keefe of LXBN regarding the Facebook/Instagram deal. In the brief interview, I explain how things have changed since Facebook’s IPO and what, if anything, that meant for the deal’s fairness review with the California Department of Corporations.
Is Facebook’s acquisition of Instagram fair to Instagram shareholders?
Posted in Mergers and Acquisitions, Technology Company IssuesWe previously blogged about the potential liability for Facebook, Inc. directors if the company paid too much for the social media start-up company Instagram. Recall that in April, Facebook agreed to acquire Instagram for, at the time, approximately $1 billion with the consideration payable 30% in cash and 70% in Facebook common stock (now, due… Continue Reading
Significant stock price questions loom as Facebook lockup restrictions begin to lapse
Posted in IPOs, Technology Company IssuesMore interesting times have arrived for holders of Facebook stock. The stock, which has been brutally beaten down from its IPO price, faces new challenges as the “lockup” restrictions (which have been in place since the IPO) began to expire on August 16. This means that a significant number of Facebook shareholders are now able… Continue Reading
That sounds risky: New generation of risk factors for technology companies
Posted in Disclosure Guidance, Technology Company IssuesThe “Risk Factors” section of any disclosure document is vital to the protection of the issuer. Generations of securities lawyers and accountants have worked into the night to develop lists of risks that would make any sane potential investor run away screaming. Most of us have seen innumerable examples of conventional risk factors like competition,… Continue Reading
The Facebook IPO – From Sure Thing to Big Mess
Posted in IPOs, Technology Company IssuesFacebook’s IPO seemed like a sure thing only a short time ago. This iconic leader in the technology space led by a charismatic CEO seemed destined to have a blockbuster IPO. The IPO encountered a number of substantial problems and challenges, however, and the stock’s post-IPO performance has been far less than stellar, with none… Continue Reading
Could directors be personally liable if Facebook paid too much for Instagram?
Posted in Corporate GovernanceIt is a basic tenant of corporate law that directors of a corporation are not liable for business decisions as long as the directors acted with a reasonable level of care in making these decisions. This is referred to as “the business judgment rule.” Because directors are not guarantors of corporate success, the business judgment… Continue Reading
Groupon has accounting problems (again)
Posted in Corporate Governance, Technology Company IssuesOne of the most well-known and popular Internet companies, Groupon, Inc., has again encountered significant accounting problems. These problems appear to be potentially severe. This situation is very negative for Groupon, but it also has troubling ramifications for the entire technology industry and especially for technology companies that have recently gone public. There is also… Continue Reading
Missed in Facebook IPO frenzy: they had to go public. Here are 6 ways private companies can remain private
Posted in IPOsAs reported in the Wall Street Journal, Facebook, Inc. filed a registration statement with the SEC late Wednesday to register to go public. This continues the recent trend of established technology companies going public since the beginning of last year. Whether the stock price ultimately supports its expected lofty valuation remains to be seen. While… Continue Reading