Carta as Liquidity Infrastructure
Carta and the future of liquidity
Carta is too deep in the plumbing of private equity ownership to disappear from liquidity, but it can step back from owning the buyer and seller relationship. Once a company keeps its cap table, transfer restrictions, holder history, and share ledger inside Carta, every secondary trade still has to pass through that operating layer to settle cleanly. The real strategic shift is from being the market maker to being the infrastructure that other brokers, funds, and issuers build on top of.
-
The bottleneck in private secondaries is not only finding a buyer. It is actually moving restricted shares from one owner to another, updating the cap table, checking ROFRs, and handling tax and holding period data. Carta built its edge by being the system of record for those steps, which makes it hard to remove from the workflow even if someone else sources the trade.
-
That is why issuer centric platforms and broker led markets split apart. Issuers want control over who gets onto the cap table and low admin burden. Brokers and funds want flexibility to source blocks whenever a seller is ready. Research across the market shows most volume still happens outside tightly scheduled company programs, even though issuer approved tenders remain the cleanest way to settle at scale.
-
The commercial conflict is straightforward. Carta's core customer is the company whose cap table it manages, not the outside buyer chasing stock. Once a cap table manager starts calling investors and employees to broker trades, it risks looking like it is using sensitive issuer data against the same customer it is supposed to protect. That makes trust more valuable than short term brokerage revenue.
From here, private market liquidity is likely to unbundle. Brokers, inter dealer networks, and specialized funds will keep owning demand generation and price discovery, while cap table systems own settlement, permissions, and records. The winner will be the company that makes secondary trades feel as easy to process as public market transfers, without forcing private companies to give up control before they are ready.