SEC slaps Nasdaq with $10 million fine over Facebook IPO debacle

Maybe Salesforce.com CEO Marc Benioff was right in saying that Facebook should have gone public on the New York Stock Exchange.
Written by Rachel King, Contributor

Analysts might attribute more blame with the Nasdaq now over Facebook's bungled IPO last year thanks to a new decision from the U.S. Securities and Exchange Commission.

The SEC is charging the American stock exchange with a $10 million penalty over poor decisions made as well as systems set up during the initial public offering and secondary trading scheme for shares of the world's largest social network.

According to the government agency itself, this is the largest penalty ever slapped against an exchange.

The SEC issued a memo on Wednesday detailing the rationale behind the decision. Here's an excerpt:

Exchanges have an obligation to ensure that their systems, processes, and contingency planning are robust and adequate to manage an IPO without disruption to the market. According to the SEC’s order instituting settled administrative proceedings, despite widespread anticipation that the Facebook IPO would be among the largest in history with huge numbers of investors participating, a design limitation in NASDAQ’s system to match IPO buy and sell orders caused disruptions to the Facebook IPO. NASDAQ then made a series of ill-fated decisions that led to the rules violations.

According to the SEC’s order, several members of NASDAQ’s senior leadership team convened a “Code Blue” conference call and decided not to delay the start of secondary market trading in Facebook with the expectation that they had fixed the system limitation by removing a few lines of computer code. However, they did not understand the root cause of the problem. NASDAQ’s decision to initiate trading before fully understanding the problem caused violations of several rules, including NASDAQ’s fundamental rule governing the price/time priority for executing trade orders. The problem caused more than 30,000 Facebook orders to remain stuck in NASDAQ’s system for more than two hours when they should have been promptly executed or cancelled.

To recall, Facebook became a public company roughly one year ago under an incredible amount of scrutiny.

However, the Menlo Park, Calif.-based business didn't live up to expectations, arguably becoming the poster child for consumer technology IPOs that didn't meet Wall Street expectations.

This past March, NASDAQ OMX Group, the parent company for the technology-heavy stock exchange, finally issued an apology of sorts by promising up to $62 million in cash to investors involved.

But that doesn't seem to have been enough for the SEC. The situation has been so messy than even a financier (and former Oregon gubernatorial candidate) was arrested and charged with fraudulently convincing investors to buy non-existent pre-IPO shares of Facebook and other social media companies.

There have been a number of theories and arguments for what Facebook could have done better -- if anything considering the amount of pressure the social network was under.

Salesforce.com CEO Marc Benioff, who is typically a defender and an ally of Facebook CEO Mark Zuckerberg, even suggested during an interview last September that the company should have gone public on the New York Stock Exchange rather than the Nasdaq.

Based on the SEC decision handed down today, that looks more credible than ever.

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