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What are the concerns & benefits of issuers addressing 409A impact when considering a more intentional and deliberate approach to secondaries?

Andrea Walne

Partner at Manhattan Venture Partners

Yeah. So I would say, like I said, I don't know there is a prioritization level in terms of the concerns, like a ranking level per se of the issuers . I would say 409A is generally the concept you'll hear quite frequently, but honestly, I would say what might be at par with that is very simply the administrative burden. These companies, they pay their lawyers a ton of money, their finance and legal teams are busy all day long. There's a lot to do to run a typically billion dollar plus company by the time you're allowing secondaries to happen.

With that in mind, the companies get approached by an interested investor or an interested seller. And they say, oh goodness, this is just another to do list item that doesn't really help the company by any means. And so I would say, by keeping that in mind that your role in the secondary market -- no matter what you're playing, you're a buyer, you're a seller, you're a broker at your platform -- if you are supporting the company by offering administrative support in some sense where it takes the burden off of the teams that would be responsible for processing these transactions, that is pivotal. 

And I will tell you that many of these companies, really outside of the just upfront administrative burden, they don't want to be involved because of the arm's length approach, not only from a 409A perspective, but also from an audit and legal perspective, they don't want to be involved in the market making activity of these transactions. They want to stay out of it and they should stay out of it, quite frankly, in my opinion. So that's something else to consider, is really mitigating their involvement in the transactions and making them as low friction as possible. So that's huge. I would say that's a really big theme to keep in mind. And so I would say, all of that, again, ties back to what is the lasting impact of the company.

And then from a positive perspective, if I think of the kind of goals, versus the concerns, companies are really interested in what the market prices their stock in between the rounds of funding. And everyone really wants to know, what do investors value their stock.

And I would say there's multiple levels of this. Some companies really have quite a presence in the media. They are very publicly known. They have a public stature, they have a theme that's been expressed publicly. And so investors look at them and they use very high level comp level details to say, oh, this company is here, then I expect their stock on the secondary market to be here. And so generally these issuers are very curious over what the market prices their stock without providing any level of detailed diligence into the actual performance of the company with metrics. And I'm not saying that anyone has to act on that information of where the market's pricing their stock, but they're generally very curious over that price discovery. 

But I will tell you, is that I have certain companies that ask me on a nearly weekly basis over where their stock is trending in the secondary market. And it's not that they're looking at a moment in time that is all orchestrated, because many companies do still very much so lean on the concept of programs to help with this price discovery.

But they really want to know that, hey, maybe their competitor did something and it got publicized. How is the stock trading the secondary market this week? Where is it the next week? Where is it the week after that? So they are very curious over that trend line over where the stock is pricing.

And so if you can be additive to them, by providing that level of insight into the activity, into the market sentiment, companies find that very exciting. And I see that is a very bullish kind of outcome of secondary transactions. And I'll just end it with this, is that I would say, possibly even more important, and I think just from a general empathy level, companies want to see that their shareholders succeed and that they are taken care of. And so overall the companies that are very pro secondary for both current and former employees are the ones that end up, I feel like, getting the network effect after. And that they see that those shareholders come back again and again, with positive, positive sentiment for just allowing them to sell and have the function to sell when they need it and over certain personal outcomes. Which I think is important is, not forcing their shareholders into a specific timeline for liquidity, but allowing them the flexibility to sell when they need to sell.

Find this answer in Andrea Walne, GP at Manhattan Venture Partners, on getting on the cap table
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