Goldman is only putting $500 million of its own money into the company. The remaining $1.5 billion is being offered up to wealthy Goldman clients investing at least $2 million each.
These investors will technically be investing in a Goldman vehicle backed by Facebook shares rather than buying the shares directly. As a result, they won’t count toward the 500 shareholder limit, beyond which Facebook would have to disclose detailed financials like a publicly traded company.
According to the Journal, the SEC is in the early stages of a review of this policy, and recent deals like Goldman-Facebook which get around it.