Goldman, With Its Toes to the Line, Again

Facebook wanted to remain a privately held company and it was getting too close to the 500-shareholder limit.  Actually, it was over that size limit, but the SEC gave it an exemption in 2008 to allow the company to exclude its restricted stock units from the 500-shareholder limit. So, Goldman stepped in as a single investor with its special-purpose vehicle (SPV) and paid Facebook for its shares. Investors then pay Goldman and own a piece of Facebook, rather indirectly.  Goldman pools investors’ money into what counts as a single investor.  Goldman’s SPV can sell, sell, sell, and what you have is a public company without regulation.  Facebook employees and former employees can now sell their shares even though Facebook shares are not publicly traded. 

Other formerly privately held companies have trod this path.  Google went public in 2004 because it could no longer manager the 500-shareholder ceiling. “Oh, but we can retain talent this way!”  Does that mean that there are no good employment options in privately held companies?  One lawyer noted that these types of firms are “betwixt and between: not quite private and not quite public.”[1]  Ah, but they are more public than private now because those shares are being sold.    

The letter of the law vs. the spirit of the law.  The loophole that lets you get what you want, sans the constraints other growing companies face.  How many times must we trot in gray areas before we learn the lesson that a loophole exploited results in exploitation? Goldman’s recent settlement for its activities related to the subprime investment vehicles, CDOs, tranches, etc. has not changed the investment banker’s views on trust and transparency.

 


[1] Jeane Eaglesham and Aaron Lucchetti, “Facebook Deal Spurs Inquiry,” Wall Street Journal, January 5, 2011, pp. A1 and A2.

About mmjdiary

Professor Marianne Jennings is an emeritus professor of legal and ethical studies from the W.P. Carey School of Business at Arizona State University, retiring in 2011 after 35 years of teaching undergraduate and graduate courses in ethics and the legal environment of business. During her tenure at ASU, she served as director of the Joan and David Lincoln Center for Applied Ethics from 1995-1999. In 2006, she was appointed faculty director for the W.P. Carey Executive MBA Program. She has done consulting work for businesses and professional groups including AICPA, Boeing, Dial Corporation, Edward Jones, Mattel, Motorola, CFA Institute, Southern California Edison, the Institute of Internal Auditors, AIMR, DuPont, AES, Blue Cross Blue Shield, Motorola, Hy-Vee Foods, IBM, Bell Helicopter, Amgen, Raytheon, and VIAD. The sixth edition of her textbook, Case Studies in Business Ethics, was published in February 2011. The ninth edition of her textbook, Business: lts Legal, Ethical and Global Environment was published in January 2011. The 23rd edition of her book, Business Law: Principles and Cases, will be published in January 2013. The tenth edition of her book, Real Estate Law, will also be published in January 2013. Her book, A Business Tale: A Story of Ethics, Choices, Success, and a Very Large Rabbit, a fable about business ethics, was chosen by Library Journal in 2004 as its business book of the year. A Business Tale was also a finalist for two other literary awards for 2004. In 2000 her book on corporate governance was published by the New York Times MBA Pocket Series. Her book on long-term success, Building a Business Through Good Times and Bad: Lessons from Fifteen Companies, Each With a Century of Dividends, was published in October 2002 and has been used by Booz, Allen, Hamilton for its work on business longevity. Her latest book, The Seven Signs of Ethical Collapse was published by St. Martin’s Press in July 2006 and has been a finalist for two book awards. Her weekly columns are syndicated around the country, and her work has appeared in the Wall Street Journal, the Chicago Tribune, the New York Times, Washington Post, and the Reader's Digest. A collection of her essays, Nobody Fixes Real Carrot Sticks Anymore, first published in 1994 is still being published. She has been a commentator on business issues on All Things Considered for National Public Radio. She has served on four boards of directors, including Arizona Public Service (1987-2000), Zealous Capital Corporation, and the Center for Children with Chronic Illness and Disability at the University of Minnesota. She was appointed to the board of advisors for the Institute of Nuclear Power Operators in 2004 and served on the board of trustees for Think Arizona, a public policy think tank. She has appeared on CNBC, CBS This Morning, the Today Show, and CBS Evening News. In 2010 she was named one of the Top 100 Thought Leaders in Business Ethics by Trust Across America. Her books have been translated into four different languages. She received the British Emerald award for authoring one of their top 50 articles in management publications, chosen from over 15,000 articles. Personal: Married since 1976 to Terry H. Jennings, Maricopa County Attorney’s Office Deputy County Attorney; five children: Sarah, Sam, and John, and the late Claire and Hannah Jennings.
This entry was posted in Analysis. Bookmark the permalink.

Leave a Reply

Your email address will not be published. Required fields are marked *

This site uses Akismet to reduce spam. Learn how your comment data is processed.