Facebook不该上市

    这个世界很奇怪，一家成立仅8年的公司Facebook首次公开募股就募集了160亿美元，居然被人们普遍认为失败。更奇怪的是还有人喋喋不休地说，这家公司年轻CEO马克•扎克伯格应该下台，因为这只股票在二级市场中的表现不佳，而且这位CEO漠视投资大众。

    但是，最最奇怪的事情是，Facebook当初根本就不必上市。Facebook的高管们已经很多次地抱怨，他们是“被迫”上市的，因为根据美国证券交易委员会（Securities and Exchange Commission，简称SEC）不可理喻的条例，Facebook的股东数量已经触发了必须公开上市的要求。由于Facebook很多员工都是股东，Facebook必须成为一家上市公司。因此，这家公司是万分不情愿地进行IPO，万分不情愿地来面对萨班斯-奥克斯利（Sarbanes-Oxley）法案、纳斯达克钟声以及等等。

    不过，事实并非如此。这种说法有两个小问题。第一，新颁布的《创业企业融资法案》（JOBS Act）将非上市公司的股东上限从500人提高到了2,000人，使得小型成长型公司更容易回避美国证券交易委员会的规定，Facebook原本可以援引这条规定。第二，更重要的是，法律从未说过，Facebook必须上市。法律说Facebook必须向SEC上报财务业绩。两者的差别大了。多种经营公司Cargill和其他股票不公开交易的大公司都在向美国证券交易委员会上报业绩，但依然维持着私人控股的地位。

    哦，有人可能会反驳，如果需要披露所有的财务秘密，那还不如直接上市。我同意。但Facebook阵营可不是这么说的。没错，Facebook是被形势所迫，走进了这样可怕的境地，还收获了上百亿资金——而且，重要的是，也给投资者和员工带来了现金——哦，顺便还迫使自己必须忍耐共同基金和普通投资者之流时不时的牢骚。事实上，Facebook完全可以在上报财务数据的同时继续在非上市公司二级市场进行股票交易，按自己的方式高高兴兴地过日子，全然不必理会它显然瞧不上的新股东们。

    当然，总是会有不足的一面。Facebook曾向员工许诺公司将公开上市，这样员工就能将获得的激励股权变现。成立几年后，Facebook开始停止发放普通股票期权，因为每个获授期权者都被视为股东，计入了美国证券交易委员会的IPO触发统计。因此，它转而开始发放限制性股票单位（RSU）。RSU不计为普通股，只能在公开市场中兑现。（Facebook原本可以对RSU进行不同的架构设计，但它没有；但这么做已经使得该公司将IPO延后了几年时间。）

    在硅谷，光是按劳付酬还不够。如果员工“投资”个人时间而承担的“风险”没有取得回报，他们就会离开。这就是科技行业的忠诚度。员工们表示（抱怨或辩解），他们需要将投资“多样化”，这完全是胡说。Facebook很容易就能有办法让员工拿到现金。太平洋资产管理公司（Pimco）最近与SecondMarket达成了一项协议，将定期举办公司股票非公开拍卖。但这样的“影子股票”计划本质上是缓慢且渐进式的。它们当然允许多样化。科技业者都希望获得财富，而且他们马上就想要。

    It's a strange world we live in when a financing event that raised $16 billion for an eight-year-old company is widely panned as a failure. It's even odder when tongues wag that the young CEO of that same company, Facebook CEO Mark Zuckerberg, should be fired because of the company's lousy reception in the public markets and his general disregard for the investing public.

    The oddest thing, however, is that Facebook (FB) didn't have to go public at all. Over and over, senior Facebook executives lamented that they were being "forced" to go public by arcane Securities and Exchange Commission rules triggered by a company's shareholder count. Because so many of Facebook's employees are shareholders, Facebook had to become a public company. And so the firm was dragged kicking and screaming into the world of Sarbanes-Oxley, Nasdaq bell-ringing and so on.

    Too bad that isn't true. There are two little problems with that narrative. First, the newly minted JOBS Act, which raised the shareholder cap -- from 500 to 2,000 -- to make it easier for small, growing companies to avoid SEC regulation, grandfathered Facebook. More to the point, the law never said Facebook had to go public. The law said Facebook had to disclose its financial results with the SEC. Big difference. Cargill and other big companies without publicly traded equity file their results with the SEC but remain private.

    Well, one might counter, if you're going to disclose all your financial secrets you might as well go public. I agree. But that's not how the Facebook camp couched its argument. It was being coerced into this horrible situation that would put billion in its coffers -- and, importantly, in the pockets of its investors and employees -- and oh, by the way, force it to put up with the constant whining of mutual funds and ordinary investors alike. In fact, Facebook merely could have filed its financials, continued to allow its shares to trade on secondary markets for private companies, and gone on its merry way without having to answer to the new owners it so clearly disdains.

    Of course, there was always another catch. Facebook had implicitly promised its own employees the company would go public so they could cash out the incentive equity they had been granted as part of their compensation. Several years into its existence, Facebook stopped granting plain-old stock options because each optionee was considered a stockholder, counting toward the SEC-mandated trigger. Instead it granted restricted stock units, or RSUs, which didn't count as common shares and could only be cashed out in public markets. (Facebook could have structured its RSUs differently, but it didn't; Doing it this way allowed the company to delay its IPO for several years.)

    In Silicon Valley it is not enough for employees to be well paid for the fruits of their labor. If the "risk" they take by making the "investment" of their time doesn't pay off, they leave. That's what passes for loyalty in the technology industry. Employees say (read: whine, rationalize) that they need to "diversify" their investments, but that's poppycock. Facebook easily could have found a way to cash out its employees. Asset manager Pimco recently worked out a deal with SecondMarket to hold regular private auctions for company stock. But such "shadow equity" schemes are by definition slow and gradual. They certainly allow for diversification. Tech-industry workers want their wealth, and they want it now dammit.