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Facebook > Mark Zuckerberg
26 May 2010
Facebook founder > Mark Zuckerberg
UK / USA
movie > The Social Network
Facebook > Tyler and Cameron Winklevoss / Winklevoss twins
Twins’ Facebook Fight Rages On
December 30, 2010
The New York Times
By MIGUEL HELFT
SAN DIEGO — Some people go to court hoping to win millions of dollars. Tyler
and Cameron Winklevoss have already won tens of millions. But six years into a
legal feud with Facebook, they want to give it back — for a chance to get more.
The Winklevosses — identical twins and Harvard graduates — say that they, along
with another Harvard student, Divya Narendra, had the original idea for
Facebook, and that Mark Zuckerberg stole it. They sued Facebook and Mr.
Zuckerberg in 2004, and settled four years later for $20 million in cash and $45
million in Facebook shares.
They have been trying to undo that settlement since, saying they were misled on
the value of the deal. But it has not been an easy decision.
As recently as Thursday, the brothers considered dropping their effort to unwind
the agreement, and went as far as drafting a statement to that effect, according
to people close to the case. They decided, though, to keep fighting.
Their argument is that Facebook deceived them about the value of the shares,
leaving them with far less than they had agreed. Whatever their value at the
time of the deal, Facebook’s shares have soared since, putting the current worth
of the settlement, by some estimates, at more than $140 million.
Next month, the twins and Mr. Narendra plan to ask a federal appeals court in
San Francisco to undo the deal so they can pursue their original case against
Facebook and Mr. Zuckerberg, and win a richer payday. They could, though, lose
Still, they say it’s not about the money, it’s about the principle — and
“The principle is that they didn’t fight fair,” said Tyler Winklevoss during an
interview at a pub here recently. “The principle is that Mark stole the idea.”
His brother, Cameron, chimed in, “What we agreed to is not what we got.”
Facebook denies it did anything improper and says the Winklevosses simply suffer
from a case of “settlers remorse.”
To make matters more complicated, the twins are also at war with the lawyers who
helped them win the settlement. The brothers fired them, accused them of
malpractice and refused to pay them. A judge recently found for the lawyers, and
ordered the twins to pay the 20 percent contingency fee, or $13 million. For
now, the money and shares remain in an escrow account.
Yet their battle with Mr. Zuckerberg is what has had them riled up. When they
talked about him, and told their version of the founding of Facebook, they
helped finish each other’s sentences, easily reciting every last detail of a
tale they have evidently told time and again.
“It shouldn’t be that Mark Zuckerberg gets away with behaving that way,” Cameron
The company declined to make Mr. Zuckerberg available for an interview, and
Andrew Noyes, a spokesman, said Facebook would have no comment “beyond was is
already in our appellate briefs.” In the past, Mr. Zuckerberg has denied he
stole the Facebook idea from the Winklevosses, saying they planned a dating
site, not a social network.
The twins, who are 29, recently told portions of their story in a “60 Minutes”
interview for CBS. They grew up in affluence in Greenwich, Conn., were varsity
rowers at Harvard and competed in the Summer Olympics in Beijing in 2008. They
now live here in San Diego, where they are training for the 2012 London
They are as physically striking and imposing as they appeared in the film, “The
Social Network, where they were portrayed by one actor, Armie Hammer. They are
6-foot-5 , and their frames are lean and muscular, shaped by years of rowing.
For the interview, they wore hoodies and jeans, and only the variation in the
hoodies — one zippered with a Ron Jon Surf Shop emblem, one a pullover with a
Quicksilver logo — helped to tell them apart.
As they talked about the Facebook case, no detail was too small to omit, from
where they first met Mr. Zuckerberg (the Kirkland House dining room) to the
layout of Mr. Zuckerberg’s dorm room, to the content of the e-mails he had sent
them after they asked him to do computer programming for a Web site called
Harvard Connection. They recited arcane facts about the valuation of private
companies and even quoted from the Securities Act of 1934, which they say
Facebook violated when it drew up the settlement.
In addition to a bigger payday, the twins say they want a court to reconsider
their original claims about Facebook’s founding, pointing to instant messages on
the subject sent by Mr. Zuckerberg to various friends. The messages have come to
light since the brothers signed the deal. But they say Facebook executives and
board members have known about the messages since 2006, and played dirty by
concealing them when they negotiated the settlement.
“If you take all those documents, it is a dramatically different picture,” Tyler
Facebook declined to comment on the messages. In prior interviews, Mr.
Zuckerberg said he had regretted sending some of them.
While the Winklevosses could end up losing their settlement, the risks for
Facebook are high as well. If the court unwinds the agreement, the company will
have to decide whether to offer them a richer settlement or face a trial. Recent
trades on a private exchange suggest that Facebook, which is not a public
company, now is worth around $50 billion, and the company may not want the
negative publicity associated with a trial, especially if it decides to move
forward with a stock offering.
The roots of the original dispute date to 2003, when Mr. Zuckerberg, then a
Harvard sophomore, said he would help the Winklevosses and Mr. Narendra program
Harvard Connection, later renamed ConnectU. But Mr. Zuckerberg delayed work on
Harvard Connection, and when pressed for answers, stalled, according to the
Winklevosses. In February 2004 he released TheFacebook, which eventually became
After ConnectU and its founders sued, Facebook countersued in 2005.
The settlement, which gave Facebook ownership of ConnectU, was supposed to
resolve all claims.
The details of the new dispute, which erupted almost immediately, are less
known, in part because the parties reached the settlement after a confidential
mediation. But according to court documents, the parties agreed to settle for a
sum of $65 million. The Winklevosses then asked whether they could receive part
of it in Facebook shares and agreed to a price of $35.90 for each share, based
on an investment Microsoft made nearly five months earlier that pegged
Facebook’s total value at $15 billion. Under that valuation, they received 1.25
million shares, putting the stock portion of the agreement at $45 million.
Yet days before the settlement, Facebook’s board signed off on an expert’s
valuation that put a price of $8.88 on its shares. Facebook did not disclose
that valuation, which would have given the shares a worth of $11 million. The
ConnectU founders contend that Facebook’s omission was deceptive and amounted to
They refuse to say how much they would ask for in a new negotiation, but they
said that based on the lower valuation, they should have received roughly four
times the number of shares. At today’s price, that would give the settlement a
value of more than $500 million.
In its brief, the company says it was under no obligation to disclose the $8.88
valuation, which was available in public filings. Facebook describes it as one
of many that it received and as “immaterial” to the calculations of ConnectU
founders and their battery of lawyers and advisers.
“There was no chance that that one valuation would have affected the decision of
these sophisticated investors and their entourage of advisers,” Facebook wrote
in its brief.
In marketplaces that match buyers and sellers of the shares of privately held
companies, Facebook’s shares have soared to more than $100 in recent trades,
after adjusting for stock splits.
So far, Facebook’s arguments have won the day in multiple court rulings.
The brothers are hoping for better luck next month, before the United States
Court of Appeals for the Ninth Circuit. Unless they decide to give up.
Last year, the Winklevoss brothers completed coursework for a masters in
business administration at Oxford. Cameron helped to start Guestofaguest.com, a
Web site that offers information about “people, places and parties” in New York,
Los Angeles and the Hamptons.
“We are moving forward and trying to be productive individuals,” Cameron said.
When asked if they could have turned ConnectU into a site with hundreds of
millions of users, like Mr. Zuckerberg did with Facebook, the twins replied in
unison, “Absolutely.” They added that Mr. Zuckerberg deserved some credit for
“not screwing up” and expanding Facebook into a community of 500 million users.
But they believe the fame and fortune is undeserved.
Tyler Winklevoss said: “Mark is where he is because we approached him to include
him in our idea.”
Twins’ Facebook Fight
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