Issuer-Controlled Recurring Secondary Windows

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James McGillicuddy, head of strategy at Carta, on building an issuer-centric platform and investing in secondaries

Interview
the paradigm shift will change much like it did in the public markets where institutional investors can leg into and out of an account
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Recurring auctions turn private stock from a one time negotiation into a managed position, which is what finally makes large institutions usable buyers instead of occasional special situation buyers. In the old model, a fund often needed one $50M block right now to justify the work. In the new model, the same fund can build that exposure over several quarterly or monthly windows, while the issuer keeps control over access, disclosures, and cap table changes. That is much closer to how public market investors size into positions over time.

  • The real unlock is not smaller checks by themselves. It is predictable cadence. When investors know another window is coming, they can buy $25M now, learn the company, then add later, instead of demanding one oversized block or walking away.
  • This also changes price formation. Tender offers usually anchor off the last primary round, which can already be stale. Regular auctions create fresher market prices, which helps CFOs recruit with a credible share value, structure M&A, and even price debt warrants off a recent market signal.
  • The catch is that private markets still need issuer control to work. Carta and Nasdaq Private Market both leaned into company approved programs because founders care more about who gets onto the cap table than about maximizing raw trading volume. That is why private liquidity grows in steps, not as instant free trading.

Over time, the market is moving toward a middle state between tender offers and full public market churn. The likely end state is not daily trading for every startup, but recurring, structured windows for later stage companies, with enough frequency for institutions to build positions and enough control for issuers to stay private longer without losing talent or cap table discipline.