Common Stock Auctions as Fundraising Baseline

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

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you can go out and raise your preferred round and use that common stock as like a baseline
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This turns secondary trading into a rehearsal space for the next fundraise. Common stock trading on a recurring auction gives a company a live read on what outside investors think the business is worth before it sets preferred terms, which is more useful than relying on a stale last round price. It also shows management which disclosures and operating metrics actually move demand, so fundraising prep becomes less guesswork and more iteration.

  • Tender offers usually use the last preferred round as the reference point, which is simple but often stale. In one dataset of 64 tenders and more than $3B of volume, 83% priced at or below the last round and average participation was just 37%, showing why a market based common price can be a better negotiating anchor.
  • The point is not that common and preferred should match. Preferred shares can carry rights that common does not. The auction instead gives a floor for the conversation, a market tested read on what buyers will pay for the junior security, from which investors and the company can negotiate the premium for preferences, dilution, and new capital.
  • For CFOs, this price history is useful beyond equity fundraising. It can help explain value in recruiting, acquisitions, and debt with warrants, because the company can point to recent trades instead of a financing from one or two years earlier. Spotify used recurring secondary activity and regular disclosures in the run up to direct listing for exactly this kind of progressive price discovery.

If this model works, late stage private companies will start treating liquidity events like quarterly market checks rather than rare cleanup exercises. That will pull fundraising, investor relations, and employee liquidity into one operating loop, where each auction sharpens the equity story, improves price discovery, and makes the next preferred round easier to price and place.