I don't know if Goldman did this, but Morgan Stanley did: they sold silver bullion to their clients, then charged them an ongoing storage fee to hold the bullion on their behalf in their vault.<p>Problem was, as it came out, that MS never actually bought the bullion and thus was charging storage fees on non-existent items. If you went to remove or claim your silver, they just gave you cash as settlement, making the scam opaque.<p>The cynic in me says GS will do something similar, like put a very high valuation on the FB units they sell, both marking them up a great deal over what they paid FB for it AND inventing some of the units out of whole cloth (i.e. issuing 10,000 units for sale when they only bought enough FB for 1,000 units), then, over time, the FB units will be seen to "decline" in value and GS will pocket the profits twice, first on the markup of the units, then on the decline.
Back when Berkshire Hathaway only had Class-A shares worth thousands of dollars, there were a few investment firms at work on similar vehicles to allow ordinary investors to buy fractions of a share at smaller prices. Berkshire responded by issuing their own fractions, at 1/30th of a Class-A share (since split to 1/1500th), because they wanted investors, not investment firms, owning the shares.<p>It's interesting that now Facebook is doing a sort of converse of Berkshire's actions; that the pain of a public company is so onerous that having a bank involved is apparently seen as an advantage.
The SEC is where they always are, fighting the last war. Investments create return because there is risk, not every investment is going to be a winner. When investing in startups with new business models there is a lot of risk and hence a lot of return. Hopefully the SEC stays out of it because the combination of the SEC, Federal Reserve and Federal Gov't create untold havok in the market. Even a GIC has risk because of the underlying fractional reserve system. The same thing that allows the economy to expand faster than the rate of gold mining also allows the leverage to unwind just as fast.<p>The Fed, SEC, and Federal Gov't collude to prevent the free market from working and bad ideas from failing. Look at a graph of global IPOs vs. IPOs on american exchanges since Sarbox was passed. You'll see how the overly onerous regulations prevent the market from functioning properly and create an environment of moral hazard where undue risks are taken, and investors who correct the market have their returns taken away from them. The investors who shorted AIG, Bear Stearns, GS, Citigroup, BOA, etc and recognized their impending fiscal collapse should be handsomely rewarded for their prescient view of the market. Having your company collapse is the right way to handle reckless investing.<p>Hopefully the SEC stays out of it, an ETF/Shell corp for Facebook shares is the ideal balance between public money and few onerous requirements. If an investor feels that the lack information available for Facebook prevents an informed decision from being made then perhaps they should not invest.<p>Yes, you may lose your shirt investing in Facebook, but you might also make a lot of money. I don't see a problem with either outcome.
This particular SEC reg is designed to protect the investors, not the integrity of the market. Are we now expected to believe that Goldman --- or <i>any</i> private client of Goldman --- is getting snookered by Facebook?<p>The same logic used by the SEC suggests that every limited partner of every VC that invests in any startup should also count to the total number of investors.
Just to clarify (its in the comments) too but as the law stands, FB does not have to go public anyway but only disclose financial results. <a href="http://www.sec.gov/about/laws.shtml" rel="nofollow">http://www.sec.gov/about/laws.shtml</a> (Corporate Reporting)
Interesting take from ZeroHedge :
<a href="http://www.zerohedge.com/article/goldman-creates-facebook-hedge-fund-hnw-clients-historically-ripped-such-vehicles-spits-face" rel="nofollow">http://www.zerohedge.com/article/goldman-creates-facebook-he...</a>
I think people are missing an angle in this story. I don't think the interesting part is the $450 million they invested or the vehicle they're setting up for investors. It's Facebook's future IPO and Goldman likely just bought themselves the primary role in issuing that IPO -- of which they stand to make billions off of.
This is a fantastic, precedent setting move and a response to the political sector's irrational laws (see: Sarbanes-Oxley). It was presaged by the DST style investments over the last few years, and we can only hope that more companies follow suit.<p>If you want to reduce speculation and uninformed trading, at least one way to do that is to give companies rights over who trades their shares and under what circumstances. You're not forced to sell your house to anyone, so why should you be forced to sell your company to anyone -- particularly day traders who will just introduce volatility and aren't in it for the long haul?<p>A long overdue organic reaction to the silly laws passed in the wake of the <i>last</i> financial crisis. No doubt we will see similar workarounds for the work of art that was "FinReg", though those workarounds may take the form of debuting on the Hong Kong Stock Exchange rather than the NYSE.<p>It's a little known fact, but Google also made use of certain legal workarounds to avoid going public for as long as possible (among other things, they split the company into two units of 499 people apiece, or so I recall).
a company I recently left ran up against this same 500 shareholder rule. To get back down comfortably below 500, they performed a substantial reverse split, which caused many former employees to be taken down below 1 share. Apparently at that level, the company can cash them out as you can't hold only a fraction of 1 share.<p>Once those former employees were rounded into nothingness, they performed a forward split to restore everything to their previous levels.<p>I thought that was a rather clever workaround.
"All problems in computer science can be solved by another level of indirection"<p>Looks like it works in finance, too. And a whole lot of other disciplines.
I really can't imagine that this is the first time this particular move was tried.<p>Google had been a dominant search engine for years before they went public, and I can't imagine they turned down many $50 billion funding rounds simply to avoid turning public before their IPO.