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Matt Levine

Barclays Lost Track of Its Notes

Also Bitcoin-theft bathtub and more Twitter whistleblowers.


Programming note: Money Stuff will be off tomorrow, back on Thursday.

In March 2022, Barclays Plc  discovered an oopsie involving a fairly technical detail of US securities law. When a company sells securities to the public, in the US, it has to register those securities, filing a registration statement with the US Securities and Exchange Commission that says what kinds and amounts of securities it plans to sell. This is very important. If you sell securities without properly registering them, you can get in trouble. One kind of trouble that you can get in is that the SEC can sue you. Another kind of trouble that you can get in is that the people who buy the securities can demand their money back. If you sell people stock for $20 per share, and then a year later they notice that you did not properly register the offering, and the stock is now at $5, you have to give them their $20 back. (If the stock is at $30, they can keep it; they don’t have to take their money back.) This creates a lot of bad risk for you, which you can avoid by filing the right forms.