Mark Zuckerberg must be driving his bankers crazy

Wall Street is super eager for Facebook's upcoming IPO -- and yet Zuck just doesn't seem to want to play nice.

Paul Sloan Former Editor
Paul Sloan is editor in chief of CNET News. Before joining CNET, he had been a San Francisco-based correspondent for Fortune magazine, an editor at large for Business 2.0 magazine, and a senior producer for CNN. When his fingers aren't on a keyboard, they're usually on a guitar. Email him here.
Paul Sloan
4 min read
Zuckerberg at Facebook headquarters

It's not supposed to play out this way -- especially for a company on the verge of one of the biggest IPOs in history.

Yet Mark Zuckerberg, 27, and standing atop the Internet world, has been quietly thumbing his multibillion dollar nose at the Wall Street process every step of the way -- and there's not a thing America's investment titans can do about it.

First there was the meeting last month for financial analysts in which Zuckerberg was a surprising no show. Instead, he let his top people -- including Chief Operating Officer Sheryl Sandberg and Chief Financial Officer David Ebersman -- play host to the suits from New York. Zuckerberg wasn't even asked to fly to NYC on his private jet. The three-hour meeting was held at Facebook's sprawling headquarters in Menlo Park, Calif. He apparently had more important things to do.

Good to be the king. Even better to be emperor
Next came reports that Zuckerberg planned to skip the IPO roadshow entirely. That's the one where the CEO suits up and travels around to big institutional investors to boast about the company. It was bad enough for the bankers that Facebook negotiated a bargain rate -- paying the underwriters 1.1 percent versus the typical 3 percent to 7 percent to arrange the IPO -- but now the CEO won't even come along for the ride.

Now we learn that Facebook's $1 billion purchase of the photo-sharing app Instagram came as a "surprise" to its bankers, including the lead advisers at Morgan Stanley. Skipping a boring meeting is perhaps understandable, but you'd think Zuckerberg would want go on the roadshow and give the guys charged with drumming up interest in the stock a heads-up that a $1 billion acquisition is in the works, especially since the stock is expected to start trading later this month or in May.

As one longtime Silicon Valley VC remarked to me about Zuckerberg's behavior: "Not if you are emperor."

And as resident emperor (at least in the social network world), Zuckerberg is doing things his way because he can. And why not since no one is suggesting that his attitude will dampen interest in Facebook's offering. Which is obviously why the brass on Wall Street are putting up with it. The deal itself, which still needs clearance from the SEC, is expected to raise as much as $10 billion for Facebook and value the company at around $100 billion.

There has long been a divide between Silicon Valley titans and Wall Street. Steve Jobs grudgingly dealt with Wall Street, although the kingdom he created is now the envy of every public company on the planet. Google CEO Larry Page gave investors just a few minutes on his first call when he took over as CEO last year, replacing Eric Schmidt.

In some ways, Zuckerberg is following in that tradition; it's not like he rushed to go public. In fact, Zuckerberg fought it. The move eventually came because Facebook repeatedly bumped up against an SEC rule -- now rewritten as part of the JOBS Act -- that said any private company with more than 500 "shareholders of record" must adhere to the same financial discloser requirements as public companies.

Peter Thiel, who was Facebook's first outside investor and currently sits on the board, could even be encouraging Zuckerberg to snub the Street's formalities. Thiel, after all, has derided Wall Street for its inability to understand Silicon Valley. "There continues to be a certain antipathy by Wall Street banks toward Silicon Valley companies where they don't quite believe it's real," he told the Financial Times after LinkedIn's stock doubled on its first day, indicating that the banks did a bad job pricing the deal.

While that perceived disconnect might encourage some tech CEOs to work harder to make sure his bankers understand the value of the company, Zuckerberg apparently doesn't have those concerns. Or, more likely, he's comfortable leaving that job up to Sandberg and Ebersman and honestly feels his time is better spent worrying about the product and strategy.

"This is why he hired a COO," another venture capitalist told me. "The problem is the rest of the world expects a CEO to deal with these kinds of issues."

The sheer hype of this deal will likely mean that, barring something totally bizarre, big investors will clamor to get a piece of it. It's hard to imagine many potential investors saying no because they want to talk to Zuckerberg.

Eventually, though, the pressure is on Facebook to perform financially, and that might require some face time with Wall Street. The company is set up in such as way that Zuckerberg retains an unusual amount of control. He owns about 28 percent of the stock and 57 percent of its class B shares, giving him outsized voting power. That also gives him outsized responsibility. Will it also lead to a backlash with public investors if and when Facebook stumbles?

We'll learn the answer the first time Facebook has a lousy quarter.

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