Controlled disclosure enables competitive secondaries

Information sharing is what turns a private stock sale from a negotiated favor into a competitive market. In secondaries, most outside buyers start with almost no visibility into the business, so even basic materials like an updated deck, current numbers, and a waterfall can widen the buyer pool and increase bidding. That matters because company run programs are usually trying to maximize price for employees while still keeping strict control over who gets access to sensitive data.

• Semper is built around controlled disclosure, not open trading. Buyers are given a data room and research, while the company decides who sees what. That makes more disclosure acceptable, because management gets price competition without giving up cap table control or broadcasting information to the whole market.
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• This is partly a fix for how traditional tenders work. Most are closed door transactions tied to the last primary round price, and 83% were priced at or below that last round in one 64 tender dataset. Limited buyer competition and stale information are a big reason employees often sell too cheaply.
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• More frequent liquidity pushes companies toward a lighter version of public market behavior. Carta's CFO described recurring auctions as a way to create real price discovery, give employees predictable selling windows, and help management use a current market price in recruiting, M&A, and financing conversations.
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The market is moving toward private companies sharing enough information to support recurring auctions, while still keeping distribution tightly gated. As liquidity windows become more regular, disclosure stops being a one time burden and becomes part of the operating model, which should make pre IPO pricing more competitive and make private equity compensation feel more like real cash compensation.