Issuer-Centric Secondaries Infrastructure
James McGillicuddy, head of strategy at Carta, on building an issuer-centric platform and investing in secondaries
The core problem in private company secondaries is not lack of demand, it is lack of trusted market structure. In practice, a buyer often sees only a block of shares and a rough price, but not the cap table history, dilution math, preference stack, transfer restrictions, or reliable company disclosure needed to price risk. That is why the market has historically been dominated by brokers, slow manual diligence, and one off negotiations, especially outside company run tenders or auctions.
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The disorder has deep roots. In the Facebook era, private share trading grew through loosely controlled brokered deals, derivative workarounds, and fragmented ownership. That history left founders and CFOs wary of unknown buyers, noisy pricing, and losing control of the cap table, even as the market matured.
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Different platforms solve different pieces. Forge and EquityZen have typically handled smaller employee and investor blocks through marketplace style workflows, while Nasdaq Private Market and Carta focused on issuer controlled tenders and auctions. The split exists because employees want speed, institutions want size, and issuers want control.
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Administrative burden is a major reason the market still feels chaotic. A secondary sale can require checking transfer restrictions, rights of first refusal, tax holding periods, shareholder counts, and post trade cap table updates. When that work sits in emails, law firms, and spreadsheets, the market stays slow, opaque, and expensive.
The next phase is a shift from ad hoc brokering toward repeatable, issuer aware infrastructure. As more cap tables become software native and more companies run periodic liquidity events, secondaries should look less like bespoke private favors and more like a structured capital market. The winners will be platforms that reduce legal and operational work while preserving issuer control and giving large buyers enough data to underwrite real positions.