On May 23, 2012, Wolf Haldenstein Adler Freeman & Herz LLP, along with the Law Offices of Marc S. Henzel, filed a class action lawsuit in the United States District Court for the Northern District of California, on behalf of all persons who purchased the common stock of Facebook, Inc. (“Facebook” or the “Company”) [NASDAQ: FB] pursuant or traceable to the Company’s May 18, 2012 initial public offering (the “IPO”). In its May 18, 2012 IPO, Facebook floated over 421 million shares of its common stock to the public at a price of $38 per share on the NASDAQ Global Select Market under the symbol “FB.” Under the terms of the offering, Facebook sold 180,000,000 shares of Class A common stock and selling stockholders sold 241,233,615 shares of Class A common stock. In total, the IPO raised $16 billion for the Company and the selling stockholders.
Plaintiffs seek to recover damages on behalf of all purchasers of Facebook common stock pursuant or traceable to the Company’s IPO (the “Class”). This is a federal securities class action and is brought by Plaintiffs alleging claims under Sections 11, 12, and 15 of the Securities Act of 1933 (“Securities Act”) against Defendants.
The IPO was marketed through the public issuance of the Registration Statement and Prospectus (collectively, the “Offering Documents”) prior to the IPO, as well as through numerous “road shows” that senior Facebook executives attended along with the IPO’s underwriters. The Complaint alleges that the Offering Documents contained material misstatements and material omissions concerning the investment risks of buying Facebook shares. The Prospectus, for example, discussed that the number of active users of Facebook was increasing at a greater rate than the number of ads delivered was increasing, but failed to materially disclose that Facebook’s revenue and revenue growth rate would be lower than the estimates that were originally disclosed and forecasted. Prior to the Company’s IPO, Underwriter Defendants in this action were privately lowering their estimates of the Company’s revenues and revenues growth rate, while at the same time, the Company and Underwriter Defendants were public upwardly revising the projected IPO price to the effective price of $38 per share. Underwriter Defendants only disclosed their materially lowered estimates privately to select major clients and hedge funds who were potential investors in the IPO, but did not disclose their lowered estimates to the investing public at large.
The Facebook IPO went public on May 18, 2012 at $38 per share, and only a few minutes later reached a high of $45 per share. On May 22, 2012, as reports of the materially lowered revenue estimates filtered out to the public through Reuters and other media outlets, the price of Facebook shares declined to close at only $31 per share. Had Plaintiffs and the members of the Class known the facts not disclosed in the Offering Documents, they would not have purchased their Facebook shares or would have purchased them only at substantially reduced prices. As the IPO proceeded, the Company raised billions of dollars which it would not have been able to raise if the Offering Documents had not contained material misstatements and material omissions. For their part, the Underwriter Defendants named in the Complaint made over $150 million in underwriting fees from sales of Facebook shares—fees that they would not have made if the Offering Documents had not contained material misstatements and material omissions.
The litigation is styled Spatz v. Facebook, Inc., No.CV-12-2662. A copy of the Complaint filed in this action is available from the Court, or can be viewed by clicking on the link to the right of this page.
If you purchased Facebook common stock pursuant or traceable to the IPO, you may request that the Court appoint you as lead plaintiff by July 23, 2012.
A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation. In order to be appointed lead plaintiff, the Court must determine that the class member’s claim is typical of the claims of other class members, and that the class member will adequately represent the class. Under certain circumstances, one or more class members may together serve as “lead plaintiff.” Your ability to share in any recovery is not, however, affected by the decision whether or not to serve as a lead plaintiff. You may retain Wolf Haldenstein, or other counsel of your choice, to serve as your counsel in this action.
Wolf Haldenstein has extensive experience in the prosecution of securities class actions and derivative litigation in state and federal trial and appellate courts across the country. The firm has approximately 70 attorneys in various practice areas; and offices in Chicago, New York City, and San Diego. The reputation and expertise of this firm in shareholder and other class litigation has been repeatedly recognized by the courts, which have appointed it to major positions in complex securities multi-district and consolidated litigation.
If you wish to discuss this action or have any questions, please contact Wolf Haldenstein Adler Freeman & Herz LLP at 270 Madison Avenue, New York, New York 10016, by telephone at (800) 575-0735 (Gregory M. Nespole, Esq., Robert B. Weintraub, Esq., or Derek Behnke), or via e-mail at email@example.com. All e-mail correspondence should make reference to Facebook.