http://www.truthonthemarket.com/2006/05/23/vonage-commits-technical-violation-of-securities-act/ Academic commentary on law, business, economics and more Tue, 16 Mar 2010 23:06:49 -0700 http://wordpress.org/?v=2.8.5 hourly 1 http://www.truthonthemarket.com/2006/05/23/vonage-commits-technical-violation-of-securities-act/comment-page-1/#comment-4263 TRUTH ON THE MARKET » Vonage IPO woes continue. Wed, 31 May 2006 12:43:19 +0000 http://www.truthonthemarket.com/2006/05/23/vonage-commits-technical-violation-of-securities-act/#comment-4263 [...] TRUTH ON THE MARKET » Direct public offerings, free- writing prospectuses, Vonage, and SOX on Vonage commits technical violation of Securities Act .Elizabeth Nowicki on Directors skip Home Depot's annual shareholders' meeting..Capital Intensive on Lay *and* Skilling Found Guilty.TRUTH ON THE MARKET » Robinson-Patman Act Repealed! on SCOTUS (Almost) Nails Another One ....Elizabeth Nowicki on Lay *and* Skilling Found Guilty.Steven Donegal on Lay *and* Skilling Found Guilty.Steven Donegal on Lay *and* Skilling Found Guilty.PointOfLaw Featured Discussion on Lawyer Licensing: Where's the Data?.HBSer on Lay *and* Skilling Found Guilty.TRUTH ON THE MARKET » Lay *and* Skilling Found Guilty on The Merck Directors and the Vioxx Debacle: A Good Chance to Revisit the Phrase “In Good Faithâ€?. [...] [...] TRUTH ON THE MARKET » Direct public offerings, free- writing prospectuses, Vonage, and SOX on Vonage commits technical violation of Securities Act .Elizabeth Nowicki on Directors skip Home Depot’s annual shareholders’ meeting..Capital Intensive on Lay *and* Skilling Found Guilty.TRUTH ON THE MARKET » Robinson-Patman Act Repealed! on SCOTUS (Almost) Nails Another One ….Elizabeth Nowicki on Lay *and* Skilling Found Guilty.Steven Donegal on Lay *and* Skilling Found Guilty.Steven Donegal on Lay *and* Skilling Found Guilty.PointOfLaw Featured Discussion on Lawyer Licensing: Where’s the Data?.HBSer on Lay *and* Skilling Found Guilty.TRUTH ON THE MARKET » Lay *and* Skilling Found Guilty on The Merck Directors and the Vioxx Debacle: A Good Chance to Revisit the Phrase “In Good Faithâ€?. [...]

]]> http://www.truthonthemarket.com/2006/05/23/vonage-commits-technical-violation-of-securities-act/comment-page-1/#comment-4209 TRUTH ON THE MARKET » Direct public offerings, free- writing prospectuses, Vonage, and SOX Tue, 30 May 2006 11:02:49 +0000 http://www.truthonthemarket.com/2006/05/23/vonage-commits-technical-violation-of-securities-act/#comment-4209 [...] There have been a number of significant changes to federal securities laws since 2001. Two changes are of particular relevance to the advisability DPOs, one for the better and one for the worse. For the better is the advent of the free writing prospectus (FWPs). The recent Vonage IPO demonstrates the possibilities of FWPs. As discussed here, Vonage emailed all of its customers an FWP notifying them of the chance to get IPO shares through Vonage’s directed shares program. It then followed up the email with a voicemail blast along the same lines (unfortunately for Vonage, it failed to cross some “tâ€?s and dot some “iâ€?s (see here)). This was possible because Vonage has email addresses and phone numbers for all its customers. Think of the DPO potential for a company like myspace or facebook that has email addresses for millions and millions of loyal users (although neither would likely need to turn to a DPO). [...] [...] There have been a number of significant changes to federal securities laws since 2001. Two changes are of particular relevance to the advisability DPOs, one for the better and one for the worse. For the better is the advent of the free writing prospectus (FWPs). The recent Vonage IPO demonstrates the possibilities of FWPs. As discussed here, Vonage emailed all of its customers an FWP notifying them of the chance to get IPO shares through Vonage’s directed shares program. It then followed up the email with a voicemail blast along the same lines (unfortunately for Vonage, it failed to cross some “tâ€?s and dot some “iâ€?s (see here)). This was possible because Vonage has email addresses and phone numbers for all its customers. Think of the DPO potential for a company like myspace or facebook that has email addresses for millions and millions of loyal users (although neither would likely need to turn to a DPO). [...]

]]> http://www.truthonthemarket.com/2006/05/23/vonage-commits-technical-violation-of-securities-act/comment-page-1/#comment-3963 TRUTH ON THE MARKET » Vonage IPO flop magnifies FWP snafu. Thu, 25 May 2006 02:28:12 +0000 http://www.truthonthemarket.com/2006/05/23/vonage-commits-technical-violation-of-securities-act/#comment-3963 [...] As you’ve probably heard, Vonage’s IPO was a flop. It closed down 12.6% from its IPO price of $17. This represented the weakest first day performance of an IPO in nearly two years. It also greatly magnifies the apparent technical violations of the Securities Act I blogged about yesterday (see here). As Voange disclosed in its prospectus, it failed to comply with Rule 433 for its email blast and Rule 134 for its voicemail blast, and as a result these “could be determined to be . . . illegal offer[s] in violation of Section 5 of the Securities Act, in which case recipients could seek to recover damages or seek to require us to repurchase their shares at the IPO price.â€? [...] [...] As you’ve probably heard, Vonage’s IPO was a flop. It closed down 12.6% from its IPO price of $17. This represented the weakest first day performance of an IPO in nearly two years. It also greatly magnifies the apparent technical violations of the Securities Act I blogged about yesterday (see here). As Voange disclosed in its prospectus, it failed to comply with Rule 433 for its email blast and Rule 134 for its voicemail blast, and as a result these “could be determined to be . . . illegal offer[s] in violation of Section 5 of the Securities Act, in which case recipients could seek to recover damages or seek to require us to repurchase their shares at the IPO price.â€? [...]

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