Newman Ferrara LLP Announces Investigation Into GoPro Founders’ End Run of IPO Lock-Up Restriction
October 02 2014 - 2:49PM
Business Wire
Newman Ferrara LLP announced that it has commenced an
investigation into actions taken by insiders of GoPro, Inc.
(NASDAQ:GPRO) (“GoPro” or the “Company”) and others to avoid
lock-up restrictions associated with the Company’s recent IPO.
On October 2, 2014, GoPro Founders Nicholas and Jill Woodman
announced that on October 3, 2014, they planned to “gift” about 5.8
million shares from their stake in GoPro to the Nicholas + Jill
Woodman Foundation, a newly-formed charitable organization. The
Woodmans reached a deal with JPMorgan, the lead book-running
manager of GoPro's June 2014 IPO, who agreed to release the
charitable organization from the lock-up arrangement effective
Friday.
In GoPro’s regulatory filings before the Company’s IPO, the
lock-up restriction provides that major shareholders (like the
Woodmans) can only transfer shares under certain circumstances --
including making a “bona fide gift.” However, any recipient of the
gifted shares must be “bound by the terms of the lock-up
agreement.” JPMorgan’s assent to release the charity from the
lock-up appears to circumvent that provision.
Upon news of the Woodman’s questionable maneuver, GoPro shares
plummeted nearly 13% from $91 per share to $79.13 per share on
heavy trading volume.
Investors who purchased GoPro common stock may
contact Newman Ferrara partner Jeffrey M. Norton
(jnorton@nfllp.com) by email or call (212) 619-5400 to discuss this
investigation.
Newman Ferrara maintains a multifaceted practice based in New
York City with attorneys specializing in complex commercial and
multi-party litigation, securities fraud and shareholder
litigation, consumer protection, civil rights, and real estate. For
more information, please visit the firm website at
www.nfllp.com.
Newman Ferrara LLPJeffrey M. Norton, 212-619-5400
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