The SEC Investigation Into Private Stock Sales Is All About The Glaring Lack Of Disclosure

The Securities and Exchange Commission is asking questions about private stock markets like SecondMarket and SharesPost. The SEC has sent "information requests to several participants in the buying and selling of stock" to a number of companies, reports the New York Times (although private market SecondMarket says they have received no request from the SEC). Over the past year, trading in shares of still-private companies such as Facebook, Zynga, and LinkedIn has skyrocketed, allowing employees and early investors to sell their shares even without an IPO. About $400 million worth of shares will pass hands this year on SecondMarket, which is the largest of the private exchanges, up from about $100 million in 2009. The lack of liquidity because of the general postponement of IPOs among many Internet startups is fueling this growth. Only qualified institutions and high net-worth individual investors are allowed to participate in these markets, but as more and more shares trade hands the SEC's 500-shareholder rule could be triggered which would require the companies to report audited financial results just like a publicly-traded company. Investors are buying shares on these markets with little to no knowledge of the actual financial results of the underlying companies. There are no disclosure requirements because these markets take advantage of employees or early shareholders who want to unload their shares to the highest bidder. Investors see these markets as a chance to get in on hot, pre-IPO, Internet startups.

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