More investors are catching on to the incredible returns available in the private markets. There is increased interest in investing in a company before it's publicly listed, and there's a lot more money flowing into the venture capital ecosystem. As more money starts chasing startup investment opportunities, the supply and demand for startups change in the favor of employees.  Successful businesses are still difficult to come by and with new investors joining every day, options are becoming more limited for VCs to invest in. As a result, investors are starting to buy shares from employees before a company chooses to go public.

Pre-IPO liquidity events

In the scenario described above, a company can coordinate a tender event with existing or new investors.

Tenders are becoming increasingly popular as companies are staying private for longer. Enough investors want to continue buying into a successful company, that more money is being offered than what the company needs. In this case, the company allows investors to buy shares from employees.

Almost all companies set restrictions on the amount of shares current employees can sell. Otherwise, tenured talent would take their full payday and move onto other companies.

Another way employees are finding liquidity before an IPO is by directly finding buyers for their shares through a secondary market. As an employee, we might be approached directly by another investor, without approval from the company, to purchase our shares. We also have the right to shop around and negotiate a fair price.

While there is nothing wrong with an employee securing a future for themselves, startups often prefer not to have outstanding shares sold to unauthorized investors. In the equity agreement, investors in startups will include a provision that restricts the sale of stock to an outsider or the Right of First Refusal.

Under a ROFR, the existing investors in the company have the right to make the first offer to purchase the shares directly from us.

We tend to get a better offer if we've been able to negotiate a price with an outside investor. Here's a quick video to add some more context around a ROFR.

 

https://youtu.be/H0xUlQlpt1Y

Actionable ideas

Liquidity events are incredible for employees and investors when they happen. It's the first time that the market recognizes the years of hard work, blood, sweat, and tears in the form of a nice payday. As we plan to buy a new home or perhaps a sports car, it's important to pay attention to when companies may run liquidity events. Normally investors are eager to buy shares into a company because they believe there is more money to be made. If they are right, then it may make sense to not sell all of our shares during a tender offer or on the secondary market.

What's next

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Supplementary materials

Examples of existing buyers in the secondary market.

Commercial banks like Manhattan Venture Partners also are very active in the pre-IPO space.

Glossary