A nod and a Winklevoss

David Heath
Tuesday, 19 April 2011 09:45

Your IT - Home IT

The current dispute between Mark Zuckerburg and the Winklevoss twins hinges on one small but crucial question.  What was the correct valuation of Facebook shares at the time the original settlement was struck?

It seems that Harvard in 2003 & 04 was a hot-bed of social networking activity.  According to such refined sources as the movie "The Social Network," a number of players were developing such websites.  We had Cameron and Tyler, the Winklevoss twins' ConnectU, Mark Zuckerberg's TheFaceBook (later to be Facebook) and other players who all seemed to want Zuckerberg as the major software developer.

According to the Twins (who, incidentally represented the USA in the Men's Pairs in rowing at the Beijing Olympics) Zuckerburg was employed in 2003 to complete the software for the ConnectU site.  Instead, as they contend, he took their idea and turned it into TheFaceBook, launched in February 2004.

The dispute was later settled, the result being a $20M cash payment and shares to the value $45M at an agreed price of $36.

And here's the problem.  The twins later learned that far from the $36 valuation that was used to grant them 1,250,000 Facebook shares, internally Facebook was only valuing its shares at $9; thus for the $45M, they ought to have 5 million shares.

With this in mind, the Winklevosses (Winklevi?) petitioned the court earlier this year to re-examine the settlement in the hope that a larger number of shares would be issued to make up the $45M allotment. 

The court rejected the argument stating simply that litigation "must come to an end."

However the primary issue - the two different valuations - cannot so lightly be dismissed.

While claiming that it was under no obligation to reveal the internal stock valuation, and that it was not "intentionally withheld," to the casual observer it seems somewhat curious that Facebook could successfully maintain two very different stock valuations at the same time.

One wonders if there was yet another valuation offered to the US IRS.  After-all, if you can have two valuations, why not three (or more!).