Issuer-Controlled Secondary Market Shift

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Ani Banerjee, co-founder of Andromeda Group, on secondary diligence and companies staying private

Interview
it's not like a bank where you are incentivized as a banker to sell shares to an investor
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The key point is that issuer run secondary platforms shift power from the intermediary to the company. In a bank led tender, the bank gets paid for placing stock, so it naturally favors the buyers it already knows and the investors most likely to clear a large block. A platform tied to the cap table works more like market infrastructure. It handles matching, transfer, and settlement while leaving investor selection with the issuer.

  • In practice, the conflict is about who controls access. Traditional brokered secondaries often involve syndication, heavy fees, rushed timelines, and limited transparency on structure. That pushes buyers to rely on broker relationships rather than direct issuer approval and clean price discovery.
  • CartaX and Nasdaq Private Market represent the issuer centric model. The company decides which investors can participate, and because the cap table already lives on the system, transfers, tax handling, and reconciliation can happen with less manual work than a bank run process.
  • This is why the comparison to direct listings matters. A banker optimized process is good at packaging and distribution, but it can also steer allocation toward the intermediary's best clients. An auction style platform is better at surfacing what different buyers will actually pay for the same block.

The market is heading toward more controlled, company approved liquidity rather than fully broker dominated trading. The winners will be platforms that combine issuer control, clean settlement, and broader investor access, because that gives late stage companies a way to stay private longer without giving banks the keys to the cap table.