Facebook, Inc. IPO Securities and Derivative Litigation
Facebook, Inc. IPO Securities and Derivative Litigation
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The information contained on this web page is only a summary of information presented in more detail in the Notice of Pendency of Class Action (the “Notice”), which you can access by clicking here. Since this website is just a summary, you should review the Notice for additional details.

If you are a Class Member, your rights will be affected by a class action lawsuit.  Please read the Notice carefully.

The Action entitled In re Facebook, Inc. IPO Securities and Derivative Litigation, MDL No. 12-2389 (RWS), which is pending in the United States District Court for the Southern District of New York has been certified by the Court to proceed as a class action.  The Class certified by the Court consists of the following two Sub-Classes:

ALL INSTITUTIONAL INVESTORS THAT PURCHASED OR OTHERWISE ACQUIRED FACEBOOK, INC. ("FACEBOOK" OR THE COMPANY") CLASS A COMMON STOCK IN OR TRACEABLE TO THE COMPANY'S MAY 17, 2012 INITIAL PUBLIC OFFERING ("IPO") BETWEEN MAY 17 AND 21, 2012, INCLUSIVE, AND WERE DAMAGED THEREBY (THE "INSTITUTIONAL INVESTOR SUBCLASS"); AND

ALL RETAIL INVESTORS THAT PURCHASED OR OTHERWISE ACQUIRED FACEBOOK, INC.  CLASS A COMMON STOCK IN OR TRACEABLE TO THE COMPANY'S IPO BETWEEN MAY 17 AND 21, 2012, INCLUSIVE, AND WERE DAMAGED THEREBY (THE "RETAIL INVESTOR SUBCLASS") AND, TOGETHER WITH THE INSTITUTIONAL INVESTOR SUBCLASS, THE "CLASS"). 

More complete information about the definition of the Class and who is included and excluded from the Class is set forth in the Notice. This Action is ongoing and has not settled and there is no recovery for the Class or claims process at this time. 

SUMMARY OF CLASS MEMBERS’ OPTIONS

EXCLUDE YOURSELF BY OCTOBER 3, 2016

If you exclude yourself from the Class, you will not be bound by any judgment in this Action and will you not be eligible to share in any recovery that might be obtained in this Action.  Requests for exclusion must be postmarked no later than October 3, 2016 in accordance with the instructions set forth in the Notice.

DO NOTHING AT THIS TIME

(RETAIN DOCUMENTATION)

If you do nothing, and you are a member of the Class, you will stay in the Class. If you remain a member of the Class, you will be bound by all past, present and future orders and judgments in the Action, whether favorable or unfavorable.

If any money is awarded to members of the Class, either through a settlement with Defendants or a judgment of the Court after a trial, you may be eligible to receive a share of that award.

Please be sure to keep all records of your transactions in Facebook Class A common stock and any other documents (whether printed or electronic) that you have in your possession relating to the Facebook IPO, including media articles and emails you sent or received.

Please read the Notice for additional details concerning your rights as a Class Member.

What is this case about?

Facebook is a worldwide online social networking company. On May 17, 2012, Facebook conducted one of the largest and most highly anticipated initial public offerings in history, selling more than 421 million shares of common stock at $38 per share, raising $16 billion from investors.

Beginning in May 2012, numerous putative securities class actions were filed against Defendants in various state and federal courts alleging violations of the federal securities laws. Following a hearing before the United States Judicial Panel on Multidistrict Litigation, pursuant to 28 U.S.C. § 1407, on October 4, 2012, the actions were transferred to the United States District Court for the Southern District of New York (the "Court") for pre-trial proceedings.

On December 6, 2012, the Court entered an Order consolidating the putative class actions and appointing the North Carolina Department of State Treasurer on behalf of the North Carolina Retirement Systems (“North Carolina DST”), Banyan Capital Master Fund Ltd. (“Banyan”), Arkansas Teacher Retirement System (“Arkansas Teacher”), and the Fresno County Employees’ Retirement Association (“Fresno”) as Lead Plaintiffs for the Action pursuant to the Private Securities Litigation Reform Act of 1995. In the same Order, the Court approved Lead Plaintiffs’ selection of Bernstein Litowitz Berger & Grossmann LLP (“Bernstein Litowitz”) and Labaton Sucharow LLP (“Labaton Sucharow”) as Lead Counsel for the proposed class.

On February 28, 2013, Lead Plaintiffs, as well as named plaintiffs Jose G. Galvan and Mary Jane Lule Galvan (the “Galvans”), filed the Consolidated Class Action Complaint (the “Consolidated Complaint”) asserting claims under Sections 11, 12(a)(2), and 15 of the Securities Act of 1933 (the “Securities Act”). The Consolidated Complaint alleges, among other things, that Facebook did not disclose that prior to the May 17, 2012 IPO, Facebook learned that a trend of increasing mobile usage had negatively impacted Facebook’s advertising business, and as a result, the Company cut its revenue estimates for the second quarter of 2012 (the quarter in which Facebook was going public) and the full year. The Consolidated Complaint further alleges that, rather than disclosing these facts, on May 9, 2012, Facebook filed an amended Registration Statement in which it represented that mobile usage “may” impact the Company’s revenues even though the trend had already had a negative impact on the Company’s revenues. The Consolidated Complaint further alleges that Facebook’s stock price declined following news reports published on May 21, 2012 and May 22, 2012.

On April 30, 2013, Defendants moved to dismiss the Consolidated Complaint. On December 12, 2013, the Court issued an Opinion and Order, which was entered on December 18, 2013, denying Defendants’ motion to dismiss.

On January 10, 2014, Defendants moved to amend and certify the December 12, 2013 Order for interlocutory appeal, which the Court denied on March 13, 2014.

On May 9, 2014, Defendants answered the Consolidated Complaint.

On December 23, 2014, North Carolina DST, Arkansas Teacher, Fresno, the Galvans, Eric Rand (“Rand”), Paul and Lynn Melton (the “Meltons”), and Sharon Morley (“Morley”) filed a motion for class certification. Following briefing on the motion and oral argument held on October 7, 2015, the Court issued an Opinion granting the class certification motion, appointing North Carolina DST, Arkansas Teacher, Fresno, the Galvans, Rand, the Meltons, and Morley as “Class Representatives” and appointing Bernstein Litowitz and Labaton Sucharow as “Class Counsel.”

The parties are currently conducting discovery. A trial date has not yet been scheduled.


The Rights of Members of the Class

If you are a member of the Class, you have the following options:

Remain in the Class

If you want to remain a member of the Class, you do not need to do anything at this time other than to retain your documentation reflecting your transactions in Facebook Class A common stock in or traceable to the Company’s IPO, as discussed in the Notice. Please be sure to also retain any other documents (whether printed or electronic) that you have in your possession relating to the Facebook IPO, including media articles and emails you sent or received. If you do nothing, and you are a member of the Class, you will stay in the Class. If you remain a member of the Class, you will be bound by all past, present and future orders and judgments in the Action, whether favorable or unfavorable. If any money is awarded to members of the Class, either through a settlement with Defendants or a judgment of the Court after a trial, you may be eligible to receive a share of that award. However, if you remain a member of the Class, you may not pursue a lawsuit on your own behalf with regard to any of the issues in this Action. Pursuant to Rule 23(e)(4) of the Federal Rules of Civil Procedure, it is within the Court’s discretion whether to allow a second opportunity to request exclusion from the Class if there is a settlement or judgment in the Action after a trial. Please note that if you remain a member of the Class, you will not be personally responsible for Class Counsel’s attorneys’ fees or costs. Class Counsel have agreed to represent the Class on a contingent fee basis, which means that they will be awarded fees and costs to be approved by the Court only if they succeed in obtaining a recovery from one or more Defendants. Any attorneys’ fees for Class Counsel will be awarded by the Court from the settlement or judgment, if any, obtained on behalf of the Class. As a member of the Class, you will be represented by Class Counsel. Alternatively, you may remain a member of the Class and elect to be represented by counsel of your own choosing. If you do retain separate counsel, you will be responsible for that attorneys’ fees and expenses and that attorney must enter an appearance on your behalf by filing a Notice of Appearance with the Court and mailing it to Class Counsel at the addresses set forth in paragraph 21 of the Notice on or before October 3, 2016.

Exclude yourself from the Class

If you are a member of the Class and wish to exclude yourself from the Class, you must submit a request for exclusion such that it is postmarked no later than October 3, 2016, in accordance with the instructions set forth in the Notice.


If you choose to be excluded from the Class, you will not be bound by any judgment in this Action, nor will you be eligible to share in any recovery that might be obtained in this Action. You will retain any right you have to individually pursue any legal rights, if any, that you may have against any Defendants with respect to the claims asserted in the Action. Please note, if you decide to exclude yourself from the Class, you may be time-barred from asserting the claims covered by the Action by a statute of repose. Please refer to paragraphs 18-20 of the Notice if you would like to be excluded from the Class.

Further Information:

For more information please see the full-length Notice of Pendency of Class Action or other documents filed in the case under the “Court Documents” link on the left.  You may also contact the Administrator or Class Counsel for further information:

Administrator:

 

In re Facebook, Inc. IPO Securities
and Derivative Litigation
c/o A.B. Data, Ltd.
PO Box 173007
Milwaukee, WI 53217
866-963-9974
info@FacebookSecuritiesLitigation.com

www.FacebookSecuritiesLitigation.com

 

 Lead Counsel:

 

Salvatore J. Graziano
John Rizio-Hamilton
BERNSTEIN LITOWITZ BERGER &

GROSSMAN LLP
1251 Avenue of the Americas
New York, NY 10020
www.blbglaw.com
1-800-380-8496

Thomas A. Dubbs
Thomas G. Hoffman, Jr.
LABATON SUCHAROW LLP
140 Broadway
New York, NY 10005
www.labaton.com
1-888-219-6877

If you have questions, you may call the Facebook Securities Litigation Help Line at 866-963-9974 or email info@FacebookSecuritiesLitigation.com

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