Don’t (yet) dismiss LinkedIn lawsuits

May 23, 2011, 11:56 PM UTC

Jonathan Marino, current proprietor of peHUB, wrote the following on Friday:

“Remember the whining worrywarts who wondered about SecondMarket’s odds of getting sued after a LinkedIn IPO? It’s pretty certain that they won’t be piping up anytime soon.”

I’ll narcissistically assume that I’m among those Jonathan chose to alliteratively malign. Two points:

(1) I don’t recall anyone worrying that SecondMarket itself would be sued. It’s just an exchange. Those who could be sued would be insiders who sold via SecondMarket. Remember, neither NYSE nor Nasdaq was sitting at the Galleon defendant’s table.

(2) Most LinkedIn (LNKD) shares bought on the secondary market are locked up for 180 days, which means we still don’t have any idea what they’ll be worth once holders are allowed to sell. today, for example, they’re off more than 4%.

To be clear, I highly doubt that LinkedIn shares will fall below the $35 per share that they were getting on the secondary market in March and April. That said, I also didn’t think that the social network’s shares would double in just 120 minutes. In other words, it’s too early to arrive at any conclusions.

More broadly speaking, the issue of investor lawsuits is not specific to LinkedIn. It’s about private share sales of any company that goes public, or is acquired, for significantly less than the private market valuation.

Such complaints will most likely be dismissed — buyers acknowledge the risk upon purchase — unless some sort of illicit insider trading can be proven (i.e., company employee selling shares upon knowledge that sale price is faulty). But frivolity won’t stop such suits from being filed, if the right conditions emerge. After all, you’d be talking about a class-action attorney’s dream: Big money defendant and lots of rich, accredited plaintiffs who feel wronged…