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Talk about secondary markets for private company stock has been heating up recently but the thought has been around for quite some time.  In fact I, along with others, wrote about secondary markets for private company stock in 2007 and 2008 and I am certain that the argument goes much further back than 2007 since the idea is essentially low hanging fruit.

Why is talk about secondary markets heating up now?

It seems the secondary market idea, as expected, tends to come back every time startups (and venture investors) have very few exit possibilities.  As of late things have been looking very grim with regard to exits.

The public markets have been virtually shut down in terms of startup IPOs for some time now.  In fact, I saw some numbers (via the NVCA) the other day that showed how bad the IPO market has become.  There were roughly 86 VC backed IPOs in 2007, 6 (yes, that’s a single digit) in 2008 and 0 thus far in 2009 (goose egg).

OK, so what about M&A activity?  From 2004 to 2008 M&A activity has hovered around 350ish VC backed M&A exits per year or about 87 M&A exits per quarter.  Q1 of 2009 saw only 56.  You may think that that number isn’t too far off the average but when it comes to the average size of M&A exits over time the picture becomes clearer.

In 2007 the average M&A deal size was $177mm.  2008 saw a decline to $115.7.  2009, thus far, comes in at a whopping $49.6mm average M&A deal size for VC backed startups.  Ouch!

Where else can we (entrepreneurs and VCs) get liquidity?

That’s certainly a loaded question but one that needs to be taken seriously and addressed.  Why? Well, if liquidity events are rare then VCs won’t make many investments and, therefore, startups will become more rare and, thus, a vicious cycle ensues that severely impacts our economy (especially given that VC backed startups are a large job creation engine for this country).

This is how we get to the idea of secondary markets.  Secondary markets exist for many illiquid assets at this time.  In fact, secondary markets even exist for Venture Capital fund positions (i.e. LPs can sell of their VC investments in a secondary market).

I have to admit that I do find the idea of secondary markets for VC backed (and non-VC backed startups) intriguing but I am starting to see some issues with the whole concept.  That said, before I get into some of the issues I would like to chat quickly about a pain in the butt accounting rule that may actually help to enable secondary markets for private company stock to function.

FAS 157

A lot has been written about FAS 157 and how terrible the rule is. Even FASB didn’t like the first version of the rule they released.  That said what FAS 157 does, in part, is force VCs to value their investments each quarter.  Since this is a giant hassle (for reasons I may take a whole other post to describe – on second thought that would just be tortuous for you and I so I will skip that post) a lot of valuation firms have been springing up to help VCs and other funds (PE, hedge funds, etc.) value their investments.

As a by product of this rule lots of data is being generated on private companies and the valuations over time.  This data could potentially form the backbone of a secondary market for private company stock (i.e. these valuations could be likened to the analyst reports for public companies and the secondary market participants would then go ahead setting the price for the private company stock).

Wow, this sounds great! What could possibly be wrong with a secondary market for private companies?

This is, again, quite a question.  One of my big concerns about a secondary market for private companies was something I initially missed in my thinking about them.  The issue is this:

If private companies begin to be traded on a secondary market and, through FAS 157, are valued regularly, what stops private companies from focusing on the short term (i.e. short term value of the company, etc.) just like publicly traded companies do (to their detriment it seems)?

One thing that is great about startups is that by nature they take the long view.  Startups try to create long term value and they tend not to worry about short term valuations of their stock or short term revenue opportunities.

If a secondary market begins to take that long term thinking away by pushing companies to focus short term doesn’t a private company simply become a defacto public company albeit with less regulation imposed on it?  I think it may.

Some other issues that come up are equally large.  In the words of Fred Wilson:

I understand that there are issues with this development. It will be harder to strike options at low prices when the company’s stock has a price history. It will be harder to control who the shareholders are and it will be harder to keep employees motivated to stick around if they can cash out early. These are all problems companies usually don’t face until they go public. Now they will have to face them earlier.

The issue that is that heart of the couple Fred mentions is continuity.  One reason startups are able to take the long view is that they generally have a stable management team and a stable group of investors/board members. Part of the stability of startups lies in the fact that everyone is in it together for the long term so-to-speak since they can’t liquidate their positions easily. If founders, investors, board members and employees can suddenly liquidate their stock fairly easily what is left to keep them around?

If you can’t keep your people around then you need to bring in new people. Now you’ve lost time and continuity, which is bad enough but you are also going to have a hard time setting option strike prices at a rate that give the potential new employees good upside potential.

In my mind, there is enough to worry about in an early stage startup without having to worry about a lot of the things startups have to worry about only when they go public.  It seems that adding more issues to the mix will potentially decrease the success rate of startups.

In conclusion

Fred and others (VCs and entrepreneurs alike) are fans of the secondary market idea even though they see the issues that come about. Even I can’t say that I am not, at some level, a fan of the idea (we need something that allows for liquidity).  It just seems to me that these secondary markets need to be well thought out so we don’t lose the long term thinking and alignment of interests that are both big parts of the world of startups and necessary for continued innovation and economic growth.