As Facebook prepares to file the final price for its initial public offering after the market closes on Thursday—a price anticipated to be $38 a share, valuing the company at more than $100 billion—the financial implications of the IPO are not the only ones worth considering. Rather, as the company explained in what is called the Form S-1 (a registration statement required by the Securities Act of 1933) that it filed with the Securities & Exchange Commission, there are a number of legal consequences to becoming a publicly traded company.
Some of these concerns—which are examined under the “Risk Factors” section of the Form S-1—are ones that could reasonably be associated with any other large company that is preparing for an IPO, such as the regulatory attention such a large company can expect to receive. In Facebook’s words, using legalese and some standard boilerplate language, “We have been subject to regulatory investigations and settlements and we expect to continue to be subject to such proceedings in the future, which could cause us to incur substantial costs or require us to change our business practices in a manner materially adverse to our business.”
Another important factor is the effect of “complex and evolving U.S. and foreign laws and regulations regarding privacy, data protection, and other matters.” This latter point is of particular importance, given Facebook’s ever-expanding international presence, combined with the fact that the law in these areas is itself still developing.
However, Facebook also has plenty of legal risk factors that arise from its status as a central company in the technological field, which is governed by its own set of laws and regulations. One issue, of course, is increased regulation of Facebook’s advertising procedures, which may face growing scrutiny as users seek enhanced privacy. In addition, as an Internet and technology company, intellectual property regulation is particularly important, as businesses in those fields “frequently enter into litigation based on allegations of infringement, misappropriation, or other violations of intellectual property or other rights.” This is a fact which other American technology giants like Google and Apple know well.
As Facebook continues to develop its technology following the IPO, these and myriad other legal concerns will govern its growth, and hopefully help it develop into a mature and increasingly legally sophisticated company. Moreover, the IPO will give Facebook increased public vulnerability, especially at first, that could potentially lead to an increase in litigation involving the company. Nevertheless, in its Form S-1, Facebook has done well to confront these various issues before becoming a publicly traded company.
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