From Forward Contracts to Company-Organized Liquidity
Q&A with Balthazar de Lavergne and Mathias Pastor at Semper
Forward contracts were a workaround for a market that companies tried to shut down, and their rise showed that liquidity demand from employees did not disappear when boards banned transfers. Instead of a normal share sale, an investor paid now for the right to receive shares later at IPO or M&A, which let employees get cash without an immediate cap table change, but pushed trading into a riskier gray zone with steeper discounts and real delivery risk.
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The pattern started after Facebook. Heavy secondary trading on SecondMarket and SharesPost created cap table sprawl and loss of control, which pushed the next wave of private companies to clamp down on transfers. That crackdown created the opening for Forge and similar platforms to structure liquidity without a formal share transfer.
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Forge’s core innovation was to separate economic exposure from legal ownership. The employee effectively sold the future payout on the stock, while the company often had no new name to approve on the cap table at the moment of trade. That made deals faster and easier, but added counterparty and issuer cooperation risk at exit.
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The strategic lesson for platforms like Semper is that blocking secondaries does not stop liquidity, it just makes it opaque. The newer model gives companies a formal seat at the table through recurring windows, buyer selection, ROFR rules, and employee tools, so liquidity happens inside policy instead of around it.
The market is moving toward company organized liquidity because issuers eventually learned that control comes from designing the market, not denying it. Over time, forward contracts should shrink from a main workaround into an edge case, while structured tenders and recurring internal programs become the default way late stage companies let employees and investors sell.