By U.S. Securities & Exchange Commission
Lockup agreements prohibit company insiders—including employees, their friends and family, and venture capitalists—from selling their shares for a set period of time. In other words, the shares are “locked up.” Before a company goes public, the company and its underwriter typically enter into a lockup agreement to ensure that shares owned by these insiders don’t enter the public market too soon after the offering.
The terms of lockup agreements may vary, but most prevent insiders from selling their shares for 180 days. Lockups also may limit the number of shares that can be sold over a designated period of time. U.S. securities laws require a company using a lockup to disclose the terms in its registration documents, including its prospectus. Some states require lockup agreements under their “blue sky” laws.
If you are considering investing in a company that has recently conducted an initial public offering, you should determine whether the company has a lockup and when it expires. This is important information because a company’s stock price may drop in anticipation that locked up shares will be sold into the market when the lockup ends.
To find out whether a company has a lockup agreement, contact the company’s shareholder relations department to ask for its prospectus or obtain it online through the SEC’s EDGAR database. There are also free commercial websites that track when companies’ lockup agreements expire. The SEC does not endorse these websites and makes no representation about any of the information or services contained on these websites.
To be thrown upon one’s own resources, is to be cast in the very lap of fortune. – Benjamin Franklin
At this very moment, I am watching the Twitter IPO and there is money flowing into the streets. The company’s initial IPO price was set to be $15-17, then rose to $25-27 on the eve of its IPO, and upon its actual first trade opened at $45.10. Seventy million shares just went from a value of $1 billion to over $2 billion. Evan Williams, co-founder and largest shareholder, just saw his net worth climb by $2.5 billion. Goldman Sachs, the lead investment bank for Twitter’s IPO, is set to take home almost $30 million of the $60 million in fees this IPO generated. The New York Stock Exchange lands a coup for pulling a major tech IPO from under NASDAQ’s nose after their Facebook debacle. What is not in any of that money? African America. Well, sort of.
African America’s presence is in Twitter from the place it typically is – as a consumer. While African Americans account for 13 percent of the United States population, we account for 22 percent of Twitter users. In terms of daily usage, we account for 11 percent, while European Americans usage is 4 times less than that. To say we have a dominant presence on Twitter would be something of an understatement. If African Americans left Twitter in mass, investors would be clamoring for bomb shelters as the stock would probably fall a part. So why are we not present where it matters most? Do we even know where it matters most?
When it comes to the capital markets picture of Twitter, we are completely absent. There were no African American underwriters present on the company’s S-1 filing. Again, part of that $60 million dollar pie in fees. In terms of early money or venture capital, there were no African Americans with significant investment in the company. Although, it is at least rumored that P. Diddy at one point tried to buy the company. Commendable on one hand and laughable on the other given his financial worth. By the time this company would have even been on Diddy’s radar it was already being valued at upwards of $1 billion – twice his net worth. As Chris Rock often reminds us there is a difference between rich and wealthy.
Sadly, this IPO highlights an all too often reality in African America’s economic behavior. We often are the suppliers of the content, but rarely if ever control the mediums of distribution. We often consume the product, but rarely are we the finance or investment behind its creation. Much of what I am saying here is repeated old hat, but it is worth repeating over and over again until the mindset and behavior indicates some movement of change. These are just some things to ponder the next time you are sending out your next 140 characters.