Sim Desai’s Post

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Founder & CEO at Hiive

I feel I'm uniquely placed to add some perspective (and historical context) for the Carta affair. First, Carta has had its eyes on the secondary market for years. It's their access to private companies and their cap tables, and the resulting secondary market possibilities, that enabled them to raise $500 million at a reported $7.4 billion post money valuation in 2021 from Silver Lake, Menlo Ventures, Spark Capital, Union Square Ventures, Permira, Fidelity International Strategic Ventures and others. They first tried to get companies to "list" on CartaX. This failed because they were essentially proposing a quarterly auction process (which companies can access for next to nothing already via both Carta and Nasdaq Private Market) but with capital markets capabilities (and significant fees) added on. Carta has now pivoted to the trading model of leading marketplaces like Hiive, Forge, Zanbato and EquityZen. Due to a lack of expertise Carta has failed to gain any traction against incumbents. The problem with what Carta did is not market making without the pre-approval of the company. This is what all brokers do, and the issuer (the company) nonetheless maintains control through their transfer approval and ROFR rights. Instead, the apparent "mistake" Carta made here is the alleged use of a customer's confidential information for commercial purposes without the customer's consent. When company managements (like Karri Saarinen) are first exposed to secondaries, they sometimes feel betrayed by the idea that their shareholders are purporting to deal in their shares without asking them first. However, for many reasons (including their own confidentiality and privacy), shareholders usually don't want to disrupt the relationship, and potentially waste everyone's time, before at least finding out if there's a buyer for their stock, and at what price. Therefore market-making via intermediaries is an essential service to private markets. It creates tremendous value for shareholders and the company alike. Billions in transaction volume goes through brokers in this way every year. The liquidity that these activities generate results in lower risk, easier access to capital (including on a primary basis) and higher valuations. So, the market is headed inevitably toward freer trading, but with controls that make management comfortable. However, Carta is not the one to tackle this problem. This is because, aside from their apparent breach of trust (possible to fix) and their lack of expertise (hard to fix), Carta faces another impossible conflict between these two business models. Even if they are not using their customers' confidential information, it is the optics of a potential breach that will stand in the way. Other brokers will not have the same barrier. #privatemarkets #liquidity #marketplace #secondarymarket #unicorns

Carta, the cap table management outfit, is accused of unethical tactics by a prominent startup | TechCrunch

Carta, the cap table management outfit, is accused of unethical tactics by a prominent startup | TechCrunch

https://techcrunch.com

Sim Desai

Founder & CEO at Hiive

4mo

Check out our just released (today) 2023 Year In Review for the VC Secondary Market, covering some of the topics we've been discussing here. including transfer restrictions, ROFRs etc. Also follow the Hiive page for the latest news and information on market developments.

Nabin B.

Entrepreneur I Advisor I Board Member | Fintech & HR Tech | Global Payroll | AI | Blockchain

4mo

Have a Chinese wall between the two products...assure your customers that there will be no data sharing and create a compliance team to monitor interactions with a reporting line to BODs directly to stop the bleeding. This is how Wall Street deals with the conflict of interest between the buy and sell sides. It's an acceptable practice and blessed by the regulator though not a legal advice. Things are not looking good for Carta - damage has been done. The response from Carta on this issue has been lackluster so far. This is the second issue that's being played out publicly for Carta in less than a year - not a good sign.

Ian White

3x Founder | Building the Future of Fintech, Mobility & Logistics | Data-driven Solutions

4mo

Some time ago Carta was the product. Over time their customers became the product. When you accumulate sufficient data about a market and use that to create new products, better watch out how that impacts your original customers. The FTC understandably didn't like how many Amazon Basics products were created in a similar way. This is called anti competitive behavior.

Alex Mojtahedi 🍑💯

Founder & CEO @ Peachscore | In the Mission to Accelerate 100k startups in 5 year | Founder of Media and Ads Accelerator Program at Plug and Play

4mo

Great post. As a side note, additionally, I’d like to emphasize that any secondary market, akin to the stock market, needs ratings, gradings, and a form of “mody” (perhaps “moodies”) system. Once this concept gains traction, Peachscore can play a vital role in ensuring transparency and performing this crucial function, much like established entities in the public market.

Neil McClure

Founding Director @ H2F Business Advisory/ Experienced Corporate Financier with extensive Executive and Non Executive experience in publc and private companies/national and international M&A experience.

4mo

Also not sure how they deal with the issue of shareholder agreements with pre emption provisions ie must first offer any shares for sale to existing holders ?

Tomas Milar

Eqvista - CapTable/409a Val, Cheqly - Full Stack Neobank for Startups

4mo

Hi Sim Desai , I'm the founder of Eqvista - CapTable management company - a 14k startups with $50b AuA. You're right! There is nothing wrong with building another service; it's just that they didn't create an extra layer - a privacy wall and didn't explain the product. You can not share clients' data within the organization! Private companies are private for a reason. You don't want your shares on the sec market without your approval - you want to know who owns your company!

Nischal Belthan

Building in Web3 & GenAI

4mo

Thank you for sharing this insightful piece Sim! It's eye-opening and timely. It's impossible not to draw parallels with casino operators playing on their tables. This situation echoes the tale of FTX, known for running a crypto exchange while also engaging in market-making on the same platform. In public markets, such blending of roles would face stringent scrutiny and likely be deemed illegal. Yet, in the less regulated realm of private markets, platforms like Carta find leeway for actions that would be impermissible elsewhere.

Caitlin O. Bigelow

Building the future of housing

4mo

Don't you love when a company gets caught red-handed doing something they absolutely shouldn't and blame it on a rogue employee... 😳 Yikes.

Brad Collins

Strategic Finance, Strategy & Corporate Development

4mo

Agree with your point of view on value of secondary market. But regarding Carta’s issues: the breach of trust is probably the “hard to fix”, while the expertise can is “possible to fix”. It’s hard to market on trust if you don’t deserve it. As for expertise, they can acquire this relatively easily.

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