Yesterday, we discovered that Facebook is facing potential scrutiny and an investigation by the Securities and Exchange Commission over the trading of their private stocks. As the company has been seeing a lot of such trading and they’re currently privately traded, this allows them to hide a great deal of their inner workings from the rest of the market as well as from investors who trade those stocks. This behavior, however, cannot last forever; once a company starts allowing a certain amount of trading, the SEC requires that they walk out into the light of day and show everything what’s going on in order to help curb dark dealings in back alleyways.
Dan Primack from Fortune Magazine pontificates about a theory that if the SEC investigation forces this trading out into public view, Facebook might as well make IPO. Even though Mark Zuckerberg has said that they won’t be making IPO until 2012.
Here’s the “IPO” theory: Once Facebook no longer is allowed to keep its financial data private, it might as well go public. This theory basically plays into the “paranoid Zuckerberg” meme, in which his privacy is tantamount but yours is expendable. Moreover, Facebook will be subject to costly regulations like Sarbanes-Oxley, which could be offset by public offering proceeds.
Let me (literally) count the reasons that B doesn’t necessarily follow A:
- Plenty of companies are forced to disclose financial information, but nonetheless choose to remain private. For example, virtually any company owned by private equity firms, but whose debt is publicly-traded.
- I cannot imagine that Facebook is not already in regulatory compliance (or damn close), even though it doesn’t yet need to be. The company hired David Ebersman from Genentech more than a year ago to be its CFO, to get its financial records in order. The incremental cost increase of needing to provide his work to the SEC will be minimal.
- There are many benefits to being private, besides keeping financial data secret. As a private company, Facebook needn’t meet quarterly earnings projections. It needn’t meet regularly with bank analysts. Or with hedge funds. It also will be better able to keep quiet about non-financial events, such as product strategy and competitive pressures.
To be clear, I’m not saying that Facebook won’t go public soon. After all, “someday” could always be today (or tomorrow).
It comes down to that while there may be some apparent shady dealings going on with the private trading of Facebook’s shares, chances are it won’t amount to much. It is apparent that Facebook has been attempting to curb this sort of trading already by locking down new private shares and the investigation itself will not make their financial information public. Only if the SEC finds nefarious motions within the trades will that happen anyway.
We could still see Facebook go IPO sooner rather than later, but we haven’t heard the reasons why Zukerburg and copany want to wait until 2012 yet, just that they intend to.
When that day comes, we’ll be on top of it.