Courtesy of Pam Martens.
Senator Bob Casey
In 30 years of watching Initial Public Offerings (IPOs) debut on Wall Street, I have to say that I’ve never seen anything remotely resembling the Alibaba episode on Friday. It’s one for the record books not just in size but in opacity.
Alibaba is a Chinese e-commerce company whose large investment haul in the U.S. is not likely to brighten the tepid job prospects in this country one little bit. According to news out this morning, Wall Street underwriters exercised their option to boost stock in the deal by an additional 48 million American depository shares, bringing the IPO to the largest ever at $25 billion.
The company began trading publicly for the first time on Friday on the premier stock exchanging in the U.S., the New York Stock Exchange, which is supposed to exercise some degree of regimen over what it allows to be offered to the public under its shingle. The stock was priced at $68 and finished at $93.89 – a 38 percent gain on the day.
The concerns about this Chinese company’s opaque structure as a Variable Interest Entity (VIE) in the Cayman Islands are so serious that a U.S. Senator, Bob Casey (D-Pa), issued two letters this year to Mary Jo White, SEC Chair, demanding answers.
In a July 11, 2014 letter, Senator Casey drilled down to the core of the stock ownership problem, writing:
“…American investors in Chinese companies often do not enjoy the same protections and legal guarantees that they are afforded when they invest in American firms. Most Chinese firms that list in the U.S. use a structure known as a variable interest entity (VIE). VIEs are shell companies that give investors contractual claims to a firm’s profits but do not legally grant them ownership of the company. For example, according to Alibaba’s securities filing, Americans who invest in the company will not be buying stakes in Alibaba’s profitable e-commerce business, but in a related Cayman Islands shell company. These structures allow companies to circumvent Chinese regulatory restrictions on foreign investment.
“More concerning, given the Chinese government’s interest in restricting foreign ownership in certain industries, it is far from clear that the contractual claims underlying VIEs are enforceable. In fact, in recent years Chinese courts and arbitration boards appear to have invalidated VIE contracts and similar arrangements. As a result, VIE structures pose significant risks to American investors accustomed to the idea that shares sold on stock exchanges amount to legally sound ownership stakes in revenue-generating companies.”
