Easier Secondaries in Europe
Q&A with Balthazar de Lavergne and Mathias Pastor at Semper
Europe was easier ground for organized secondaries because companies had not yet been trained by a decade of off platform trading scares. In the U.S., founders had already seen marketplaces like SecondMarket and SharesPost turn private stock into a semi visible market, so transfer limits and right of first refusal language became standard. In Europe, fewer mature startups and fewer employee liquidity expectations meant those defenses arrived later, which left more room for company approved programs like Semper's.
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Semper's model depends on company cooperation. It asks employees how many shares they want to sell, gathers bids from institutional buyers, then clears the price that maximizes volume. That works best in a market where bylaws have not already been hardened against transfers.
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The U.S. playbook was shaped by backlash. Semper describes Facebook's shareholder count problem, the rise of SharesPost and SecondMarket, and later workarounds like forward contracts on Forge. An SEC filed equity plan from that era explicitly barred listing shares on SecondMarket or SharesPost, which shows how restrictive clauses became embedded in company documents.
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Europe is now converging toward the same employee ownership logic. Broader stock option reforms in countries like Spain, Ireland, and the Netherlands, plus a growing push for liquidity, are making equity feel more like real pay. As that happens, companies are adding transfer restrictions, but they are also more willing to run controlled liquidity windows instead of pretending employees will wait for an IPO.
The next phase is a more standardized European private liquidity market, where transfer restrictions do not kill secondaries but channel them into company run events. That favors intermediaries that can manage cross border rules, price discovery, and investor access for international cap tables, especially as European startups mature and more employees expect cash, not just paper upside.