Bespoke trades shape private secondaries
Andrea Walne, GP at Manhattan Venture Partners, on getting on the cap table
The key battle in private secondaries is not matching buyers and sellers, it is handling the messy trades that do not fit a standard tender or auction. A big share of real activity still happens through one off negotiated blocks, employee sales, investor rebalancing, and brokered deals with company specific transfer rules, ROFRs, board approvals, and timing constraints. That is why a tightly standardized venue can be efficient for recurring issuer programs, but still miss a large part of the market that depends on exceptions and judgment.
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Nasdaq Private Market and Carta were built around issuer controlled programs. That works well for tenders and periodic auctions, where a company wants tight control over who sells, who buys, and how much trades. But tenders are episodic, while employee and investor liquidity needs show up continuously.
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Broker driven platforms and direct negotiations still matter because every company has different transfer restrictions. Some waive ROFRs easily, some require board approval, some block forwards or swaps, and some only approve certain counterparties. That fragmentation makes many trades too bespoke for a rigid workflow.
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Carta had a real structural advantage from owning the cap table, because it can reconcile holders, tax lots, and restrictions automatically. But that same issuer first position also limits how aggressively it can chase off program trades, since its core customer is the company, not the buyer or seller trying to force a transaction.
The market is heading toward a split structure. Standardized software will win more recurring company run auctions and tenders, while brokers and specialist platforms keep owning the edge cases, large blocks, and urgent one off sales. Over time, the winner is likely to be the company that connects these worlds, system of record on one side, flexible execution on the other.