Private Market Non Voting Share Class

Diving deeper into

Dan Akivis, senior associate at Expansion VC, on selling secondary and managing LP relationships

Interview
What if we can create a class of shares, let's call it, going to be, let's say 10 to 15% of the value of the company, that's purely meant for free trading.
Analyzed 3 sources

A freely traded 10% to 15% share class would turn private stock from a one time pressure release into permanent market infrastructure. The real point is not just letting people sell. It is giving companies regular price discovery and liquidity without giving up control. That is why the idea pairs non voting shares with a narrow float, and why it only works if the company also starts doing steady investor reporting and transfer operations.

  • This is basically a private market version of dual class public stock. The company can let outside investors trade economic exposure while management keeps voting control. That solves the fear that a secondary market creates a shadow takeover route, while still making shares useful as compensation and as a pricing signal.
  • The hard part is not the legal structure, it is the operating load. Recurring liquidity programs already require disclosure work, transfer approvals, tax handling, cap table updates, and buyer screening. Existing issuer led tenders can take months, which is why Akivis ties open trading to a real investor relations function, even for companies still under $500 million.
  • There is precedent for this model in softer form. Spotify built quarterly liquidity events, regular disclosures, and a trading history before its direct listing. More broadly, recurring float in the 10% to 20% range has been framed as enough to make startup pay feel more like public company pay, while also giving founders a cleaner way to refresh the cap table.

The direction of travel is toward private companies acting more like lightly public companies before any IPO. The winners will be the ones that can package liquidity, disclosures, and cap table control into one repeatable system. If that happens, private markets stop being occasional tender markets and start becoming ongoing trading venues with company set rules.