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Goldman Sachs Bars U.S. Clients From Facebook Deal

 & Sara Yin Junior software analyst

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Goldman Sachs has barred U.S. investors from taking a stake in Facebook, driven by concerns over the "intense media attention" on its $500 million investment reported right after New Year's Day.

The private placements will continue offshore, however.

In a statement yesterday, Goldman Sachs wrote:

"Goldman Sachs originally intended to conduct a private placement in the U.S. and offshore to investors interested in Facebook. The transaction generated intense media attention following the publication of an article on the evening of January 2, 2011, shortly after the launch of the transaction. In light of this intense media coverage, Goldman Sachs has decided to proceed only with the offer to investors outside the U.S. Goldman Sachs concluded that the level of media attention might not be consistent with the proper completion of a U.S. private placement under U.S. law. The decision not to proceed in the U.S. was based on the sole judgment of Goldman Sachs and was not required or requested by any other party. We regret the consequences of this decision, but Goldman Sachs believes this is the most prudent path to take."

The January 2nd article refers to a New York Times scoop about the deal, which was never confirmed by Goldman Sachs or Facebook, but sparked a media circus of speculation over "Sachsbook." Reuters and the Wall Street Journal later exposed details from an offering document Goldman Sachs had sent to its clients, including Facebook's earnings last year.

In the U.S., the SEC imposes strict laws regarding the disclosure of information to offerees of a private placement. The issuer, Goldman Sachs in this case, is not allowed to correct inaccuracies in the press, let alone acknowledge the transaction in public, which could have led to misinformed investment decisions.

Furthermore, according to Mark Astarita, a securities lawyer for Beam and Astarita, "It appears that Goldman Sachs was concerned that there could be a finding at the end of the day that it, or Facebook, was behind the press releases that led to the media coverage. That could result in a finding that Goldman Sachs, and/or Facebook, violated the federal securities laws."

About Our Expert

Sara Yin

Sara Yin

Junior software analyst

Sara Yin is a junior analyst in the Software, Internet, and Networking group at PCmag.com, pouring most of her energy into app testing and security matters at Security Watch with Neil Rubenking. She lies awake at night pondering the state of mobile security (half-true). Prior to joining PCMag.com, Sara spent five years reporting for publications in New York City (Huffington Post), Hong Kong (South China Morning Post), and Singapore (Campaign Asia, Men's Health). Follow her on Twitter at @SecurityWatch and @sarapyin, or contact her the old school way: email. That's sara_yin AT pcmag.com.

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