Zynga Insiders Who Cashed Out Before The Stock Crashed | Hacker News Reader

Zynga Insiders Who Cashed Out Before The Stock Crashed

finance.yahoo.com

136 pointslarrys58 comments

It's hard for me not to compare the likes of Mark Pincus, who has been 'taking money off the table' from Zynga since before the IPO, to old-fashioned owner-CEOs like Warren Buffett, who has never sold a single share of his company, Berkshire Hathaway.[1]

[1] See http://www.berkshirehathaway.com/news/dec2799.html . Buffett is donating almost all his shares in annual chunks to the Bill and Melinda Gates Foundation, and the remainder to a few, much smaller charitable foundations, so he will never personally cash out.

For most investors, it's recommended that you minimize the amount of stock you own in your own company such that you reduce the risk of having both your job and your stock drop at the same time. When a company or industry gets hit hard, you often hear tales of people who lose their jobs and find their company stock has also tanked, and it's devastating. Whether you work for Zynga or Valve, I'd recommend taking money off the table and diversifying.

Berkshire Hathaway is special in that it's a holding company with extremely diverse holdings. It is, in essence, already internally making the sort of investments that I would recommend others make externally.

Point being, regardless of what you think of Pincus, he's doing what sensible investors should be doing at any company except for a Berkshire-type holding company.

I generally agree with your comment, but this

>> Berkshire Hathaway is special in that it's a holding company with extremely diverse holdings.

was not true when Berkshire was as old as Zynga is today.

I guess the question is whether we're talking about B-H the textile company, or whether we're talking about Buffett's holdings in general.

Buffett didn't have anything to do with the textile company when it was Zynga's age (5 years); B-H merged in 1955 and Buffett didn't start buying until 1962. He's actually called buying it his biggest investment mistake, as he chose not to sell the textile company over a perceived slight, but probably could have made a lot more with the money if he'd invested it in better industries.

As for the holding company, Buffett started BPL in 1956, had several partnerships running by 1960, and merged them in 1962; at that point (a similar age to Zynga) the holdings were already quite diverse, just not under the B-H name. It wasn't until the late 1960s that he started using B-H as his general holding company.

So, if we're going to hold up Buffett as an "old-school CEO" who doesn't sell shares of his own company, let's remember that he's called not selling B-H (textiles) his biggest investment mistake, and let's remember that it's different to hold on to stock in a diversified holdings company (whether it was called BPL or B-H at the time) than it is to hold on to stock in a single-purpose company.

minimize? what does that mean, how much? and who recommends? where are these rules written you're talking about?

usually people hold onto things they think are valuable and sell those they don't.

sometimes those that sell that which they don't think is valuable will use weasel words like 'diversification' and 'minimize exposure' to explain their actions so they don't have to admit they don't think what they're selling is very valuable.

It's about decreasing risk and volatility. If you're an insider in Zynga or Facebook, you might have slightly more information than the stock market...but probably not a lot. You can't expect to out-guess the market considerably.

All else being equal (in other words, unless you have information that the rest of the market does not), your expected return will be the same if you own one stock in a certain industry as if you own a lot of different stocks in the same industry. If you roll one dice, the average number of eyes is the same as if you average over 100 dice rolls...but the probability of ending up at the extreme end of the scale is much higher. This is why investors want to diversify.

What is best, in practical terms, for an average person: getting a guaranteed 2 million dollars or having a 1 percent chance of getting 200 million dollars?

"If you're an insider in Zynga or Facebook, you might have slightly more information than the stock market"

What if you're the guy running the entire company? Will this mythical 'market' you keep referring to run your company better than you can?

That I have no idea about; you'd have to do a survey and get honest results from CEOs which have run companies that tanked. CEOs have much more insider information than "this mythical market", but I'm sure primary insiders have occasionally been blindsided by a crash in the stock value before it was obvious that anything was wrong with the company.

Regardless, Pincus & co. will probably be investigated by the SEC after this. Illegal insider trading is punished very harshly.

No matter how promising you think any particular stock or investment is, there's always a chance that you're wrong. Are you willing to play russian roulette with your entire net worth?

> "usually people hold onto things they think are valuable and sell those they don't."

Usually, investment strategies are more complex than this, involving risk management of various sorts.

You've no doubt heard the phrase "don't put all your eggs in one basket"; or, as the Bible says, "Divide your merchandise among seven or even eight investments, for you do not know what calamity may happen on earth" (Ecc 11:2, NET). The naive investment strategy of simply buying whatever you think is the "best deal" or "most valuable" carries with it considerable risk -- if your whole net worth is in widgets and the market shifts to sprockets, all of a sudden you're stuck with a bunch of widgets nobody wants. Or if your whole net worth is in crops and then there's a storm that wipes them out, now all you've got is dirt. The naive investor thinks that because they work for a profitable company, they should invest everything in their company -- but if their company suffers (whether due to fraud like Enron or a simple market shift like many real estate companies in 2008) they lose their job and their investments all at the same time.

The idea behind diversification is to target things that are valuable and which are not strongly correlated to each other, such that even if you're wrong or conditions change in some areas, your losses can be offset by gains elsewhere. Diversification is not a "weasel word" (though some may occasionally misuse it); it's a widely understood concept that's described by pretty much every personal finance writer out there.

(Note that I'm not specifically saying Pincus is a good guy. Just that it makes a lot of sense for CEOs and others to swap some of their equity for equity in non-correlated assets.)

> You've no doubt heard the phrase "don't put all your eggs in one basket"

Buffett and Munger's response to that is to "put all your eggs in the same basket, and watch that basket".

At various times both men have been very heavily concentrated in their best ideas (Buffett was once about 75% into GEICO many decades ago -- admittedly that's extreme even for him, but many value investors aim for less than 10 investments). They say that diversification is often "diworsification" (I think that's a Peter Lynch phrase... or maybe Phil Fischer) because it's impossible to know that many companies well enough to have high confidence, and because your 20th best idea will never be nearly as good as your best and second best ideas, so it's often better to just add more to your best ideas.

Of course, the caveat of this is that you must know what you are doing. Diversification is insurance against not knowing what you're doing, and index funds are probably the best strategy for someone not putting in the time (which is most people). But if you take investing seriously, high diversification is not always necessary or even desirable.

I can understand the reasoning if one is an outside investor with no ability to influence the company, but anytime I see active managers selling stock it is a bad sign. They can give any reason they want, but most owner operators will keep as much ownership as they can if they feel comfortable with the direction of the company. Of course I'm not talking about starving and living in a motel room because you don't want to lose ownership. In these cases where existing cash wealthy managers sell off parts of their ownership they're saying that they think cash/other investments are worth more than their company's stock; actions speak for themselves.

Personally I suspect that once you have 100M in a treasury ladder or similar investment you've got the 'oops I've been fired' part covered. Sure you might have to sell off the high maintenance things but you can live a comfortable life indefinitely :-)

Don't believe the hype. The rich avoid taxes by not selling shares. Instead they take out loans out against their shares.

"But how much income tax will Mr. Zuckerberg pay on the rest of his stock that he won’t immediately sell? He need not pay any. Instead, he can simply use his stock as collateral to borrow against his tremendous wealth and avoid all tax. That’s what Lawrence J. Ellison, the chief executive of Oracle, did. He reportedly borrowed more than a billion dollars against his Oracle shares and bought one of the most expensive yachts in the world.

If Mr. Zuckerberg never sells his shares, he can avoid all income tax and then, on his death, pass on his shares to his heirs. When they sell them, they will be taxed only on any appreciation in value since his death."

http://www.nytimes.com/2012/02/08/opinion/the-zuckerberg-tax...

The missing piece in this story is when the registration for this sale was put out. It isn't like you can just 'decide' to sell this many shares, my guess is that it is mentioned in the original prospectus somewhere that some point after the IPO these additional shares would be sold. That it occurred in the same quarter that the stock melted down means that they better have solid documentation and there are going to be lawyers sniffing around for a potential shareholder suit. If the paper trail is solid though no suit will materialize.

I sometimes wish that VCs had some legal responsibility when blogging about their portfolio companies too, specially when discussing valuations. They keep cheerleading on a clear conflict of interest, non-stop. Here is Fred Wilson:

"Pandora is at ~$1.5bn. LinkedIn is at ~$6bn. Groupon is at ~$15bn, Zynga is at ~$7bn, and TripAdvisor is at ~$3.5bn.

We can (and surely will in the comments) argue about these valuations. Some will say they are too high. Some will say they are too low. That's what makes a market. But in the aggregate, these valuations do not seem ridiculous to me. The public market investors are valuing these companies at prices that have some rationality to them." Source: http://www.avc.com/a_vc/2011/12/some-thoughts-on-the-ipo-mar...

When he says "...these valuations do not seem ridiculous to me." he is implicitly saying that their is (fundamental value) upside to the stock. Not in a million years could Fred Wilson sustain such argument with numbers. Implied growth rates just to value Zynga at ~$7bn means double digit growth (revenue and cash flow) for years, AND even higher growth rates are required if IPO investors want a return on their investment. Unfortunately his audience buys into the hype, regardless of the real economic value behind the companies, and for him to keep doing this on a clear conflict of interest demonstrates his low moral standards. These actions should not go unpunished, and are no different to any other legal "issues" that lawyers might pick up from the Zynga prospectus.

" They keep cheerleading on a clear conflict of interest, non-stop"

That's their business model: they buy and then pump the companies in hopes that someone will buy stake from them at a higher valuation later. The nature of the VC model precludes multi-decade investments and incentivizes quick exits even if they blow up in others' faces

FW replied to a similar remark i made: http://news.ycombinator.com/item?id=4068495

that is exactly correct. VC's are facilitators, middlemen, and wholesalers, they are not equity holders. Their goal is to move equity. If the 'end-user' of the equity ends up owning a great business, great, if not, makes no difference to the VCs. You could argue there's reputation risk at stake but I don't see it: Fred Wilson made his name with geocities, a company that never earned any dividends for its ultimate owners (yahoo) while generating huge returns for its equity resellers. And we celebrate him and that deal as a success. Finding the greatest sucker is not a sustainable strategy, it's simple wealth transfer, no value gets created. it's not a way forward.

It's true that VCs have moved a lot of eventually worthless equity but they've also moved a lot of really valuable equity. Google, Amazon, Genentech, Oracle, etc. are companies with real, fundamental long-term value which could not have existed without some kind of investor (whether you call it a "VC" is largely semantic).

Given that no fewer than 10 legal firms are queuing up lawsuits today (7/27) it seems like there may be some problems with the paperwork.

Interesting to note that it was pretty well reported[0][1][2] that the bulk of this second Zynga offering would be for management and PE firms to get liquidity. This, though, is the money quote from the Reuters article that could have been a red flag (Though I'm honestly not sure how often it happens):

"Zynga waived a lock-up arrangement to facilitate the offering. Investors are typically expected to wait about six months after an initial public offering to sell their shares."

[0]:http://www.cnbc.com/id/46833267/Zynga_Shareholders_Selling_4...

[1]:http://blogs.wsj.com/deals/2012/03/14/zynga-shareholders-to-...

[2]:http://www.reuters.com/article/2012/03/23/net-us-zynga-idUSB...

Because I have a friend working at Zynga, I'm sad that their stock is going down - but, given Zynga's business model of wholesale ripping off other people's game concepts, and slapping down their own art and calling it "new" (Dream Height versus Tiny Towers) - I'm actually pleased that their stock is taking a hit.

I've even heard it rumored that Pincus actually _encourages_ his team to take other people's game concepts, and change the trade dress/graphics art and market it under the Zynga name, rather than investing in creating brand new game concepts.

I worked at Netscape at the end when we decided to just wholesale clone Yahoo's portal, and create "Netscape.com" - people worked really hard, wall after wall was covered with mockups of Yahoo, and the equivalent netscape.com version - it was a thoroughly depressing place to work, and any engineer with a sense of self worth quickly departed.

I'm not saying there isn't a business model there - I'm sure there is - it's just not one I would hope the best engineers would aspire to.

Pincus brags on camera about how he got started by putting malware on customer's computers. Why is it surprising that he would pull something shady now?

"I know many of these folks personally, including at the company's underwriters, and like and respect them. I think the last thing they would intentionally do is unload stock when they thought it was about to crash--especially when the amount they made in the sale, though huge, is still relative chicken-feed for them.

Also, all of these folks only sold a fraction of their holdings, so they've been hammered along with the rest of Zynga shareholders by the subsequent collapse."

The above is of course what is "below the fold" and the "to be sure" statement that is supposed to inoculate against accusations of being misleading.

But above the fold of course is the link bait title that draws you in and makes you think that something terribly wrong has happened with this cash out.[1] Missing of course is the amount of other stock or what their losses were.

An alternative piece that could have been equally good bait would have been perhaps "Zynga insiders who took a bath when the stock crashed" with the "to be sure" as "they also cashed out a small percentage of their holdings ..."

[1] Edit: I'm not making a judgement on whether what was done was wrong by the way I am only presenting my opinion on how this was written and an alternative version.

No matter what anyone says, to me, zynga is silicon valleys groupon. The worst company in the valley.

I like seeing them fail.

The company does have honest employees, including designers and engineers (I know a few personally).

Yes, it can be argued, "It's their fault for working at an evil company in the first place", but it's tough for me to see the 'regular folk' suffer as well :(

All companies, positive or negative, have some honest employees.

They are guilty for working for a evil company. Ignorance of the crime does not make you innocent.

What if your company was acquired by them and you're in vesting period? Are engineers of the acquired company guilty of a career move that they had nothing to do with?

(this is the exact situation my friends are in)

Yes. You choose who you work for (before the acquisition and after), and stock options are a an understood risk. Let's not pretend otherwise.

Given Zynga's history they likely won't vest anyway (clawbacks).

Look how well that worked out for OMGPOPs CEO who came out in public making horrible statements of some of his employees.

He deserved to be acquired by Pinchs and it showed his true colors.

The day OMGPOP was acquired, I deleted draw something.

I've played games my whole life, computer games are what got me into computers as my career, but I have never played a Zynga game and never will.

I boycott everything the company does as a personal preference.

I don't think all the employees are bad, but anyone who is blatantly working to do Pincus' theft of others' work certainly KNOW they are doing it and that's pretty shitty.

Those vesting options are going to be worthless. Sorry.

By "suffer" do you mean "not make millions from their stock options"?

A lot of these regular people have quite good job prospects in other companies, perhaps even at a greater salary, but (I presume) chose Zynga because of the stock options.

Zynga is like a slot machine company -- bad business practices, and the product is not actually fun. If "regular people" invested in slot machines and that investment didn't work out, would you still call it "suffering"?

I say: let it fall apart, and get these engineers working on real problems.

"I like seeing them fail."

PG was just talking the other day about HN'ers who have feelings like that:

http://news.ycombinator.com/item?id=4293786

I'd be curious if you get a chance of your comments to that thread (particularly what I said I felt was a possible reason and PG's response).

Of course no matter which way you slice it it does make interesting watching. As they say in news "if it bleeds it leads". People love a good train wreck.

I'm not sure the comment you're replying to views all startups as a con like PG was talking about. A lot of people just dislike Zynga because of their early shady business practices, and the fact that their games are seen as a dumbing down of the industry.

Zynga is sort of the Nickelback of the startup world.

Not to mention their recent move of asking employees to return unvested options.

Not to mention the shameless cloning of games from smaller indie companies such as NimbleBit's Tiny Tower http://www.pcmag.com/article2/0,2817,2399380,00.asp

That comment was in the context of startups in general. As a gamer, I consider the game development practices of Zynga disgusting and if I hope that they fail, it's so that other companies are wary of trying to replicate their game designs in the future.

"As a gamer"

Thanks for your perspective. I'm not a gamer and don't follow the inside story about zynga to understand it from that point of view (ask me about certain domain registrars though and I will have plenty to say along the same lines).

Correct me if I'm wrong (can't find any links) but I think Pincus was the one that fired some employees for not pulling their weight prior to the IPO or something like that. That gave me a distaste for him although I also noted that Fred Wilson defended him personally on his blog.

Here's a link but not the most relevant on the matter:

http://www.siliconvalleywatcher.com/mt/archives/2010/01/fred...

If you have that attitude about 90% of startups (or companies in general), it's unhealthy.

If you have that attitude about just one or two of them, I'd suggest it's healthier than that number being zero.

Not everything that makes money should be celebrated.

I only feel this way about Zynga. Knowing their history and everything about the way they have conducted business, I have no sympathy for them and even their investors.

That post is only talking about a certain type of people, who disparage startups on the whole. Not liking one particular startup does not imply that you don't like all startups.

It seems to me that insiders only dumped a fraction of their holdings because that's all they could get away with. If they could have dumped more, they would have.

> Missing of course is the amount of other stock or what their losses were.

why on earth would that matter ? How much money did Martha Stewart go to jail for ? If they recouped 1% of their losses via insider trading, that's...insider trading !

From the article: "I think the last thing they would intentionally do is unload stock when they thought it was about to crash"

It looks like at least one law firm disagrees: http://www.marketwatch.com/story/newman-ferrara-llp-announce...

Flagged as irresponsible linkbait. The article itself acknowledges that these people "only sold a fraction of their holdings, so they've been hammered along with the rest of Zynga shareholders by the subsequent collapse."

This is ridiculous! Zynga is an over-inflated bubble stock, simple as that. Every Retail Investor/Stock Broker/Investment Advisor should always be watching what the Insiders do. If a CEO of a company dumps significant amounts of their stock holdings, watch out. It's as simple as that.

If hypothetically, Larry Page & Sergey Brin sold off a large chunk of their stock, I'd be a sign to be careful of Google stock until the market reacts and the reasons are fully known.

http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany...

http://www.sec.gov/Archives/edgar/data/1134069/0001209191120...

ouch

the VC insiders were likely going to sell based on the instructions of the LPs (either to distribute cash or stock) and not for any other reason...

It is common for 100% of all shares of an IPO to come from insiders and VC firms? Or should at least some of it come from the company itself?

Whenever I read about these things, the words "milking machine" come to mind. Get enough cows in the barn and turn 'em on.

I'm in the "insider trading should be legal" camp.

The investors should demand their money back.

If one sells stock for $200m cash, like Pincus did in this case, arguably one would be immune from being "hammered" later on. Assuming he does reasonably safe/wise things with that cash.

I suppose we should all be glad that some VCs were able hit a jackpot so soon, this is just what provides incentives for other VCs to keep investing in tech startups.

I disagree. If downstream investors decide that tech start-ups are a scam rather than a good investment the VC's will have no one to buy them out.

>"I suppose we should all be glad that some VCs were able hit a jackpot so soon, this is just what provides incentives for other VCs to keep investing in tech startups."

If I said: I suppose we should all be glad that some mortgage brokers were able to hit the jackpot so soon, this is just what provides incentives for other mortgage brokers to keep pushing home loans on people.

I'd be lynched.

I agree it's a dog-eat-dog world, and that investors have to know what they are getting into when this stuff goes public. But the fact that VCs are pumping this crap up then dumping it on the public (who end up taking a bath) is not a positive development. It sucks, because for every Zynga (or pets.com, or webvan) there are 5 great companies that these VCs are supporting. But how can the public continue to trust this system? Fool me once...

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