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Carta doing unsolicited tender offer outreach to their customers' investors

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Re: Carta doing unsolicited tender offer outreach to their customers' investors

#11
post #5

Don’t most private companies require board approval for secondaries? I wonder what you’d actually be buying here.

It depends on the shareholder agreement, but many do. However, many of these secondary markets facilitate private market transactions via a forward contract which is sort of like long dated put option.

Re: Carta doing unsolicited tender offer outreach to their customers' investors

#12
post #5

Don’t most private companies require board approval for secondaries? I wonder what you’d actually be buying here.

This is generally the case for common stock but not preferred shares (such as you'd get from being an angel), though it obviously depends company to company.

Re: Carta doing unsolicited tender offer outreach to their customers' investors

#13
post #5

Don’t most private companies require board approval for secondaries? I wonder what you’d actually be buying here.

It depends on the shareholder agreement, but many do. However, many of these secondary markets facilitate private market transactions via a forward contract which is sort of like long dated put option.

Ah, interesting. I think this might answer a question I posted elsewhere in the thread.

Re: Carta doing unsolicited tender offer outreach to their customers' investors

#14

I’m having some trouble conceptualizing the notion where there’s a secondary market buyer of private company who’s obliged to transact at a given price, but might go higher. Is the idea that a secondary market buyer struck a deal with Carta’s capital markets division that if Carta can locate shares of XYZ startup, then the buyer agrees to buy those shares at $x, but may pay the investor more if (for example) a higher…

Yeah - just a simple contract stating exactly that.

Presumably the price they go in with is so low that it’s a no brainer and being contractually bound is functionally zero risk.

Re: Carta doing unsolicited tender offer outreach to their customers' investors

#15
post #9

Can someone explain this in simple language?

Companies typically use Carta to manage their cap table, shares, and overall ownership of the company.

This requires a high level of trust as there is a lot of financial information at stake.

Carta seems to be taking this confidential information and is potentially sharing it with other investors and soliciting investors to sell their shares.

This is a big no-no.

Re: Carta doing unsolicited tender offer outreach to their customers' investors

#17
post #6

How close is this to insider trading? I'm not an expert by any means.

Not close because it does not involve a public company. Still seems shady.

privately held securities as well as non-equity securities can be involved in insider trading, specifically it is a fraud doctrine instead of a "publicly traded equity" doctrine, so it is quite flexible

for different reasons Carta's solicitation doesn't necessarily trigger that, by mere nature of contacting people

Re: Carta doing unsolicited tender offer outreach to their customers' investors

#18

Earlier quoted context omitted.

It depends on the shareholder agreement, but many do. However, many of these secondary markets facilitate private market transactions via a forward contract which is sort of like long dated put option.

Ah, interesting. I think this might answer a question I posted elsewhere in the thread.

[deleted]

Re: Carta doing unsolicited tender offer outreach to their customers' investors

#19
post #6

How close is this to insider trading? I'm not an expert by any means.

Not close because it does not involve a public company. Still seems shady.

Insider trading laws apply to private companies as well. (No idea about the legal questions on this particular case though)
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