Facebook Turns To California Law To Skirt SEC Registration, Speed Instagram Deal

By David Cohen 

Facebook is looking to speed completion of its $1 billion deal to acquire photo-sharing application Instagram and save a little money at the same time by scheduling a “fairness hearing” with the California Department of Corporations in San Francisco Aug. 29, according to reports.

CNET reported that California is one of only six states with similar laws that allow companies to avoid the high cost and lengthy process of Securities and Exchange Commission registration, adding that while it costs a few thousand dollars to schedule a fairness hearing, SEC registration sets companies back a percentage of the value of their registered shares, and it often takes months.

Keith Bishop, a California lawyer in the securities group at Allen Matkins, told Financial Times:

They will save money on the filing fee and on the legal fees. It’s a lot less work to do the fairness hearing than to do a registration statement and have it reviewed by the SEC.

And Boston College Law Professor Brian Quinn told FT:

As the value of Facebook goes down, the value of Instagram goes down with it. Six months ago, Instagram employees thought they were getting $1 billion. Now they’re getting a half-billion dollars. Is that fair? That’s a question the court is facing.

Readers: Is this a smart move by Facebook?