Primary Rounds Shape Secondary Access
Andrea Walne, GP at Manhattan Venture Partners, on getting on the cap table
Access to secondaries stays narrow because private companies treat secondary buyers the same way they treat primary investors, as long term partners who must be trusted with a seat on the cap table. In practice, most secondary deals still happen when a company or its existing investors decide who can buy, often alongside a new round or a company run program, because that keeps control over ownership, pricing, disclosures, and admin work in the hands of the issuer.
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Primary rounds set the template. If a company hand picks a small group of investors in a new financing, it is unlikely to let a much broader group buy existing shares later. That is why secondary access usually opens only after a company has already decided it is comfortable widening the investor set.
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The bottleneck is not just ideology, it is workflow. Companies have to manage transfer approvals, ROFRs, 409A implications, tax treatment, disclosure packages, and cap table updates. That complexity is why secondaries are often bundled with primaries or run through structured tenders instead of open marketplaces.
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Platforms can widen participation at the margin, but mostly by packaging small buyers into one line on the cap table or by operating with issuer permission. Even newer marketplaces that serve more individuals still emphasize issuer alignment, because companies can block trades that feel too loose or too anonymous.
The next step is not a fully open private stock market, it is a gradual loosening where companies allow more repeat liquidity windows, more standardized buyers, and more packaged participation from smaller investors. If primary fundraising ever broadens meaningfully, secondary access will broaden with it, because the rulebook for who gets on the cap table will already have changed.