@dhimes - I think the point is that valuations are something others apply. In the case of a stock offer (where the company and the issuer are - presumably - working together for their mutual benefit) disclosure tends to be far deeper and more detailed than it is in a case where a hostile, and possibly devious party is attempting to inflict/extract maximum damages. So it's not about lying, per se. Rather, it's about providing the least information possible, and letting the negotiations center on the whatever value the plaintiffs can infer from that disclosure.
It's also worth remembering that the value (which is always changing) is based on factors beyond FB's knowledge or control. Given the opacity of GS, no one outside of that firm really knows what related transactions they may be a part of that are also contributing to the value they place on FB. So even if the Winkelvi did have all the information that GS had, that still doesn't mean they'd be able to value the company in the same way. In other words, they're just saying "well, if GS sees more value than we do, and for reasons we don't begin to understand, we want a piece of THAT action - even though we'd already settled for a different price before they got involved."
It's a bit like selling your house to a guy who fixes it up, then flips it for even more money, only to have you sue a year later to "correct" the price you received. In a word, absurd.
It's a bit like selling your house to a guy who fixes it up, then flips it for even more money, only to have you sue a year later to "correct" the price you received. In a word, absurd.
I like that analogy. Probably a little rough- a better one would be if a guy built a house on your property and wouldn't leave, but gave you a sum negotiated based on what he said it was worth. But you weren't allowed to look inside. Then he flipped it.
That may be a bit closer to the mark. The point is, you accepted his offer KNOWING that (a) you didn't have complete information, (b) he had every incentive to offer the bare minimum, and (c) that your contract didn't include any provisions saying you'd be entitled to more if the stated value subsequently climbed.
Sure, you COULD have that uptick provision included (maybe), but only if you'd taken the risk of holding out instead of settling for the $65 million. As soon as you accept the money, you accept all the conditions under which it was given. Provided that FB held up its end of the settlement deal (which it seems to have done), there was no reasonable basis for the Winkelvi to revisit the case.
It's also worth remembering that the value (which is always changing) is based on factors beyond FB's knowledge or control. Given the opacity of GS, no one outside of that firm really knows what related transactions they may be a part of that are also contributing to the value they place on FB. So even if the Winkelvi did have all the information that GS had, that still doesn't mean they'd be able to value the company in the same way. In other words, they're just saying "well, if GS sees more value than we do, and for reasons we don't begin to understand, we want a piece of THAT action - even though we'd already settled for a different price before they got involved."
It's a bit like selling your house to a guy who fixes it up, then flips it for even more money, only to have you sue a year later to "correct" the price you received. In a word, absurd.