The secondary market for private company stock is a shadowy world, where ownership is often unclear, paper fortunes trade hands with ease and valuations can soar as demand for hot private stock outstrips supply.
On Wednesday, Twitter became ensnared in this web. Two investment advisers sued the company ahead of its initial public offering, contending that it promised them up to $278 million worth of shares through a third firm, GSV Capital, in an effort to test the market and increase its secondary market valuation.
Coming ahead of Twitter’s public debut next week, the lawsuit, filed in Federal District Court in Manhattan, could be an unwelcome distraction for the company, which is on a roadshow marketing its stock to institutional investors.
Yet the suit is bound to raise eyebrows as well. The plaintiffs, Continental Advisors and the Precedo Capital Group, are suing Twitter, not GSV Capital, despite the fact that they communicated only with GSV and never with Twitter. Moreover, given that the suit contends the fraud took place more than a year ago, the timing of the filing may strike some as deeply opportunistic.
Continental and Precedo contend that they were contacted in March 2012 by Matthew Hanson of GSV about an arrangement in which GSV would provide them with shares to market to other accredited investors. Continental and Precedo contend that GSV said both Twitter and its counsel, Wilson Sonsini Goodrich & Rosati, approved of the deal.
Eager to earn the hefty commission promised to them, Continental and Precedo conducted a roadshow of their own, with Continental marketing private Twitter shares to investors in Europe and Asia and Precedo presenting to broker-dealers in the United States. At one meeting in Scottsdale, Ariz., Precedo contends, GSV’s chief executive, Michael T. Moe, participated in the presentation to investors.
The companies contend that they took hundreds of millions of orders from investors around the globe who wanted exposure to Twitter’s pre-I.P.O. stock and collected more than $4 million, which was put in an escrow account.
But Continental and Precedo say that before they could accept payments, Twitter instructed GSV to cancel the offering, costing the plaintiffs millions in lost fees and reputational damage.
Though GSV canceled the offering, Continental and Precedo contend that Twitter was calling the shots and that it subsequently said GSV was never authorized to offer shares for resale. They say Twitter never intended to sell the shares and instead just wanted to test the appetite for its stock and establish a high secondary market valuation.
“Twitter intended to support a market price of Twitter stock by using plaintiffs to secure high net worth and institutional investors to determine what the interest was in purchasing Twitter stock,†the companies say in the suit. “Twitter’s intention was never to sell the stockholders’ shares that it controlled.â€
In a statement, Twitter said: “We’ve never had a relationship with these plaintiffs. Their claim is completely without merit.†GSV was not immediately available for comment.
The plaintiffs are asking the court to award it damages of $24.2 million, the cost of lost fees and expenses. Yet proving that Twitter should be responsible for this bill may be a challenge in court.
In an interview, Andreea Porcelli, managing partner at Continental Advisors, declined to explain why the plaintiffs were singling out Twitter and not GSV. However, she said that her firm was unable to get in touch with Twitter and had finally decided to sue.
“We have actually been trying to contact Twitter for quite a while,†Ms. Porcelli said. “This is our last stand.â€
