Shift From Tender Offers to Auctions

Diving deeper into

Alessandro Chesser, former VP of Sales at Carta, on the dynamics of CartaX auctions and preparing for liquidity

Interview
tender offers are extremely inefficient. They're episodic.
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This is really a complaint about batch processing in a market that wants continuous price signals. A tender offer asks everyone to react to one prepackaged window, with one buyer or buyer group, one price, and months of legal and administrative setup. That means employees wait a long time, sellers with different price expectations get flattened into the same process, and a lot of potential supply never shows up because the offered price does not match what holders actually want.

  • In practice, tender offers are run like projects, not like markets. They require company counsel, management, buyer coordination, shareholder communications, and settlement work, which is why companies often run them only every 12 to 24 months instead of making liquidity continuously available.
  • The core inefficiency is weak price discovery. In a tender, the price is usually negotiated up front between the company and buyer. In an auction, buyers submit bids and sellers submit asks, then trades clear at a market price. That usually produces better information about real demand and real willingness to sell.
  • This matters because private companies now stay private longer. When employees may wait many years for an IPO, a once a year liquidity window is a poor match for real life needs like taxes, home purchases, or portfolio diversification. More frequent auctions were designed to solve that timing mismatch.

The direction of travel is toward repeatable liquidity programs that look less like a special event and more like a scheduled market. That favors platforms that can plug directly into the cap table, reuse board materials and disclosures each quarter, and let companies control who can buy while still getting a real market clearing price.