iVLG News Roundup 2012 Week 24: Securities Law; Shareholder Activism; Shareholder Litigation; and Mergers and Acquisitions
SEC Approves New FINRA Rule 5123
Back in October of 2011, the SEC published for comment a proposed new Rule 5123. This week the SEC approved new FINRA Rule 5123, which requires broker dealers who participate in private placement offerings to file with FINRA all offering materials including private placement memoranda within 15 days of the first sale of securities.
Mergers & Acquisitions
Microsoft Reported to Have Acquired Yammer for $1.2 Billion
Software giant Microsoft is reported to have purchased Yammer a social media company that targets businesses. Microsoft is expected to announce that it has purchased Yammer for $1.2 billion at the end of June. Yammer was founded in 2008, and has raised more than $140 million in venture funding. Microsoft stock jumped more than 2% on news that it was acquiring Yammer. Microsoft acquired Yammer to address issues with the social aspects of Microsoft products.
Corporate Governance & Shareholder Activism
AOL Management Wins; Starboard Proxy Efforts Fail
In February we wrote about an attempt by an activist shareholder to nominate and elect its own directors to the board of AOL. This week AOL shareholders sided with current management by re-electing all of the existing directors. After the victory, the board released this statement:
On behalf of AOL’s Board and management team, we want to thank our stockholders for their strong support throughout this process. Over the past few months, we have met with many of our stockholders and greatly appreciate their feedback as well as their commitment to AOL. We intend to be responsive to the messages we heard from our investors and will continue our plans to pursue adding two new independent directors to the Board, who we believe will add additional expertise and relevant perspectives to further enhance the strength of our Board. Today’s outcome reaffirms our strong belief that AOL has the right strategy and team to successfully execute on our plan to continue to deliver enhanced value for all stockholders.
Facebook Responds to Shareholders’ Lawsuits
Facebook and its underwriters have filed a motion in the Southern District of New York in an effort to consolidate shareholder litigation. In its motion Facebook addresses concerns about conversations company officials had with analysts. A May 9th filing by Facebook disclosed potential issues with Facebook’s mobile business. The company responded to some analysts’ follow ups regarding this disclosure. In these follow up conversations Facebook made some forward-looking projections. Based on these follow up discussions, some analysts then told certain institutional clients about these conversations and forward-looking projections. Facebook contends that these actions did not violate any standard protocols. Facebook also goes out of its way to blame Nasdaq for many of the issues on listing day. Below, you can see the motion in its entirety.