Carta doing unsolicited tender offer outreach to their customers' investors
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> Buy price was exactly our series b share price. The angel investor in this case was a family member whose investment was never published and hardly online. Yet he was contacted directly to the email he used with Carta
As said before, it is not impossible that the buy price was determined using public information. However, he is definitely implying it would be impossible to know the identity of this investor if it wasn't for Carta sharing private information with Carta Liquidity.
As a founder you should maintain tight control of who is on your cap table. Carta disagrees. That may be good for them but is terrible for startups. If you’re using Carta, call your support rep and insist they never market, offer, or induce any buyers or sellers of your stock without your explicit permission. If they refuse, change vendors.
If you're interested in startups, I'd look for founders who 1) give you the maximum exercise window (10 years with ISO->NSO conversion if you leave), 2) offer early exercise, and 3) support coordinated secondaries where the folks who want it can get some liquidity, without mucking things up the way a free-for-all can.
1. https://www.sethlevine.com/archives/2018/08/whats-a-fair-409...
We also do or plan to do these all 3 items.
We haven’t done a coordinated secondary (tender offer) yet since our team is relatively small and people haven’t been with the company that long that there would be that many shares to offer. Usually most people don’t want to sell or sell that much.
Really the games we play with 409A valuations are a reason for founders to limit their own liquidity, too. Outside of a few famous examples like Google and Facebook, founders and employees have the same common shares, and it's in both their interests to keep the common share price low while building the company. If founders are selling shares and not inviting employees to participate, it isn't because of the 409A. Those founders are just assholes.
My understanding is that the most basic problem is if the startup gives you stock that's viewed as income and you will need to pay tax on an illiquid asset, and ISO/NSO/RSU/409a's are resulting from various elaborate schemes to give you stock-like upside tomorrow without having to pay taxes on an illiquid today.
1. ISOs do have special tax treatment, but it only comes into play if you exercise them and the shares have increased in value (and it gets complicated if they've increased so much that they trigger the alternative minimum tax). Good companies though will let you exercise as soon as you join, so there's no tax at all until you sell. ISOs do nothing in that case.
2. NSOs are basically just standard call options. Most companies still force you to exercise or abandon your options after leaving, but good companies will convert your ISOs to NSOs and give you 10 years from the original grant to exercise them.
3. Startups doling out RSUs use triggers instead of handing out the shares directly (a taxable event), which is absolutely a tax dance. You also need to read the fine print on these, because some companies are evil and set it up so that you lose the RSUs if you leave.
4. The 409A is just a process for valuing the company. Keeping the value of the common shares low can be useful for taxes when the company uses options (less likely to trigger the alternative minimum tax), but that's not really why we do it. When a company uses RSUs, on the other hand, pricier is often better. Which is the natural progression of things anyway. The earlier a company is, the bigger the delta between the common and preferred share prices. Later on they converge, and when the company goes public, the preferred shares actually convert to common.
Agree on the need for founders to guard their cap table, especially against strategic moves by competitors.
Regarding better liquidity for employees, it's great that companies are exploring options. Carta is in a unique position to lead this. But it's key that both the company and investors opt-in (not buried in a ToS).
I could agree that Carta may be doing it to an extreme but it's far from unprecedented.
Right now it's ranked 27, and there are many posts ranked higher than this that have fewer upvotes, fewer comments, and were posted before this point (assuming being recent, having high upvotes, and number of comments are used in ranking on the frontpage).
https://sfstandard.com/2023/10/25/carta-san-francisco-lawsui...
I feel so miserably ignorant and lost. :/
You may find this one especially helpful https://youtu.be/Dk6JNTDec9I?si=8fzjDJS8XoxB3vLG
Briefly:
- In a startup you're granted options. Contract that allows you to buy certain amount of company shares at a specific price (”strike price”, also known as “exercise price”), which is usually the fair market price at the time when your options are granted. Options do not give you ownership of stock, instead they provide you rights to purchase stock at a favorable price.
- Fair market price is the price of the stock based on the company’s current valuation (set by an outside evaluator). Early stage companies the fair market valuation 20-30% of the valuation investors pay.
- Exercising your options means purchasing all or some of your shares and becoming a shareholder in the company. For example, if your strike price is $1.50 and you exercise your option for 1,000 shares, your exercise will cost $1,500 (1,000 x $1.50) plus any potential taxes, and you will be a holder of 1,000 shares. Now if in the future the company IPOs with a stock price of $100 you can sell those shares and get $100k or gain $98.5 per share.
- Exercise window is the time you can buy your options. Commonly in US startups required you to purchase the shares within 90 days of you leaving the company or you lose it. More employee friendly startups have extended exercise windows that let you keep the options for 7 or 10 years.
- Early exercise. Employee friendly startups allow early exercise for your options to avoid paying taxes along the way. Say you join the company when the strike price is $1.50. You exercise the shares at $1.50 now you own the shares and since there was no gain, you don't have to pay taxes at that time. If you don't early exercise then, but wait until the next funding round when the strike price is now $4.50, your now have to pay tax on the gain of $3. In both cases in the end if you one day sell the stock for $100 you still pay the same amount of taxes (gain from $1.50 to $100 or from $1.5 to $4.5 + $4.5 to $100). It just lets you to avoid taxes until you have actual liquidity and also lets you to pay long term gains, sometimes get it even tax free if your company and holding is QSBS eligible.
Some guides that we share with our employees:
https://medium.com/swlh/understanding-startup-stock-options-...
https://www.holloway.com/g/equity-compensation
https://blog.alexmaccaw.com/an-engineers-guide-to-stock-opti...
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
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.
https://twitter.com/karrisaarinen/status/1743824345334714587
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 price is a condition of the board’s approval of the transfer?
Presumably the price they go in with is so low that it’s a no brainer and being contractually bound is functionally zero risk.
I assume they would only trigger shareholder approve prior to them being exercised not collateralized in the form of the option.
Liqudity programs like tender offers are price controlled not market controlled and companies are first to tout their RSU values in compensation packages esp when they are overvalued
Oh, these RSUs will totally make you rich one day, trust me bro :-)
Using confidential information held on behalf of third parties to become market makers?
Founders may not like it but it's kind of on the startup scene's current proclivity for keeping companies private for much longer than in the past and therefore restricting employee and investor liquidity. These services are responding to a market need. Carta may have broken their agreement with the startup but it is, in my opinion, generally a good thing to allow more price discovery for all investors.
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.
They know where you live and how much is your credit score you bank balance
The “service” Carta is selling here is your company to other people.
Given 99% of private companies have specific limitations on not being able to do this with a company’s securities, this almost certainly runs afoul of SEC, FINRA, and other fraud regulations.
These are all people with whom you have entrusted important rights such as dressing nicely, staying relatively sober, and not poking the cake. Additionally, the wedding venue has a fire safety limit of 150 people. Any more than this and the authorities shut you down for abusing the privileges they give to small weddings.
Well now imagine that party.com has been emailing your neighbours and mortal enemies the Joneses saying the Smiths have two seats they want to sell and that Beyoncé is going to be there. They also help the diving sell half their table to what turn out to be classical music supremacists who show up protesting Beyoncé’s pop music. One of them also gets drunk and pokes the cake. Thanks a bunch party.com.
In real life, shareholders can do unhelpful things or act with downright hostility so you need people you know and who you trust to behave themselves.
The SEC also give you an exemption from having to register with them (and publish your accounts) but only if you have fewer than 500 shareholders. If a big shareholder splits their holding and sells to a bunch of random people then they risk pushing you over that limit.
Carta / party.com are abusing their position by marketing your shares / wedding invitations behind your back.
"At the end of the day, the consequences of having a poorly managed CAP table, are the exact things that the startup founders have nightmares about"
I'm guessing someone fucked up and should not have considered this particular investor for a tender. I'm willing to give Carta the benefit of the doubt here, that this is a one-off fuck up (this type of offer being a human-managed process wouldn't surprise me as it's typically high-touch).
Because if it isn't, and it is systemic, then Carta has fired their cannons into their own hull.
for different reasons Carta's solicitation doesn't necessarily trigger that, by mere nature of contacting people