Companies Curate Cap Table Access
Ani Banerjee, co-founder of Andromeda Group, on secondary diligence and companies staying private
Issuer centricity is really a control mechanism disguised as liquidity. In private markets, the company is not just approving transfers, it is curating who gets access to information, who gets a seat on the cap table, and how much price discovery it is willing to tolerate. That is why company sponsored tenders and issuer controlled platforms gained traction after the Facebook era showed what happens when shares trade too freely and companies lose visibility into who owns them.
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The practical reason is cap table management. Late stage companies often want to replace early angels, former employees, or small funds with investors who can help in the next phase, without issuing new shares. Secondary liquidity lets them swap owners while preserving founder control and avoiding dilution.
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This is also why issuer led products look different from open marketplaces. Nasdaq Private Market and Carta were built around company run programs, while Forge and EquityZen grew around smaller, more investor driven trades. The split reflects who gets prioritized, issuer control or buyer access.
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The gating factor is trust, not software. Companies care about disclosure burden, 409A effects, legal overhead, and not having brokers or platforms use cap table data against them. If a buyer wants in, the winning pitch is usually that they will be company friendly, long term, and easy to work with.
Over time, the market is moving toward more private liquidity, but not toward a free for all. The likely end state is a thicker market where the best late stage companies offer recurring liquidity windows, tighter investor vetting, and more structured disclosure, so they can stay private longer while still deciding exactly who gets through the door.