Carta doing unsolicited tender offer outreach to their customers' investors

Update: https://twitter.com/karrisaarinen/status/1743480576815096081

I'm OP on the tweet. To clarify on some points why I think this is wrong:

Private companies generally don't want or allow secondary transactions. Every good company wants to manage their cap table and who is on it. Every shareholder has some level of rights and sometimes you need their signatures on things. A problematic shareholder can cause a lot of problems that are time consuming to the company. Companies do offer secondary sales to employees and existing investors at times but those cases the buyers are vetted by the company. If anyone would want to sell the shares, I'm quite sure we would find buyers from the existing shareholders.

So secondary sales to unknown buyers is potentially harmful for the company. Carta's whole business has been to help private companies to manage their equity. Using their own employees to start soliciting these secondary sales is actively trying to harm the startup who is their customer.

Carta also sits on this trove of confidential information about the company, the cap table, pricing, transactions etc. As a founder or company you trust them to manage this information and keep it confidential. Now it seems they are using this information to trying to build their order book on their secondary sales marketplace. They reached out to someone (a family member, whose investment is not public, who is not in tech/didn't opt in to this in any way). I believe only Carta knows is an investor in the company. The price the buyer was willing to buy was exactly our Series B price.

The concern becomes what level of confidential information are exactly exposing here, who has access and how it's used. In this case it seems that this person had access to our cap table in order to reach out the investor and buyer somehow was able to set their price exactly as our Series B price.

I'm perfectly fine with the idea if Carta has secondary sales platform for a company approved tender offer or secondary sales. Even could be ok if buyers could submit their interest and Carta could inform the company about the interest.

Where I think it crosses the line where Carta uses their employees to solicit these sales and (I believe) use private cap table information to reach out to the stakeholders to get them to sell knowing company or board hasn't approved any secondary sales and doesn't want to.

Carta who is expert in startup equity, should know that most startups don't want to see random secondary sales happening and usually they are not allowed. I know 3rd party platforms exists for this and you can go around the restrictions with forward contracts.

To me it feels unethical practice from a vendor trying to actively harm us and using confidential information to do so.

PS: Carta did reach out to me to schedule a call but didn't provide any details yet.

Update: I polled our investors and so far 3 people have said they got the same email. All of them were the earliest investors with most gains. Again feeling that Carta had more information on who to targets

Probably just another clueless "customer success" manager who doesn't know what company they're working for, or who their customers are, or what day of the week it is. Just drooling on the keyboard while aimlessly clicking in Salesforce and copy pasting emails in between meetings.

Seems like 3 hours is long enough for some kind of response, even if it is "we're looking into this". They reached out to the tweeter already, per another comment.

If your remuneration includes shares or options in the startup, you owe it to yourself to understand how startup shareholding works - I'm not being dismissive here - you could save yourself from making poor financial decisions. High level topics: Cap table, funding rounds, dilution, shares vs options (and the tax implications of exercising options), liquidity events & secondary markets. I may be missing more.