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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 co
by enra 3y ago
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
- deleted 3y ago[deleted]
- eastdakota 3y ago100%
- nocoiner 3y agoDo you have transfer restrictions and/or a ROFR in your org docs?
- orionsbelt 3y agoThese often don’t apply to Preferred Stock.
- zerothOffset 3y agoThanks. Looks like some eager sales person. Info on price is available on multiple platforms. In fact some of your investors could be buyers. I am a Carta user and my investors did not get any if these emails (I checked). My customer success person at said carta markets new products/service so maybe just opt out of emails/do not contact.
- deleted 3y ago[deleted]
- mcny 3y agoI don't have any private information but I am convinced it is NOT just one rogue employee. The company is clearly throwing this person under the bus. You're in denial.
- aspenmayer 3y agoCan you elaborate on your update tweet? I can’t believe that Carta is gaslighting you and victim blaming instead of saying they won’t do it again. Somewhat troubling that they say an employee potentially self-approved a “break-glass” procedure and in response, they’re “looking into it.” https://twitter.com/karrisaarinen/status/1743824345334714587 https://twitter.com/karrisaarinen/status/1743824345334714587