Understanding Secondary Market Transactions with Becki DeGraw | Wilson Sonsini Startup Legal Basics
This Week in Startups
Jason Calacanis
4.2 • 1.4K Ratings
🗓️ 13 July 2023
⏱️ 25 minutes
🧾️ Download transcript
Summary
Today’s show:
Wilson Sonsini Partner Becki DeGraw joins Jason to kick off another series of Startup Legal Basics! In this episode, they break down secondary market transactions, including the evolution of secondaries (00:50), trends in the industry (3:16), critical aspects of Qualified Small Business (QSBS) stock(20:06), and much more!
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Time stamps:
(00:00) Wilson Sonsini Partner Becki DeGraw joins Jason (00:50) The increased use of secondary markets (3:16) How companies staying private longer influenced the rise in secondaries (4:25) Determining how much founders should be allowed to sell (6:21) Spending more than a company is worth (9:26) The Pari-Passu concept explained and how it applies to early investors, founders, and employees (10:38) Who gets to sell pre-IPO (12:44) Off the cap table transactions and hypothetical scenarios (18:26) Tender offers and the NASDAQ secondary market (20:06) The critical aspects of qualified small business (QSBS) stock
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Transcript
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| 0:00.0 | All right, everybody, welcome back to Startup Legal Basics with my attorney, Becky Degra, |
| 0:05.6 | from Wilsonson, seeing me welcome back to the program Becky. Hi, how are you? |
| 0:10.0 | Good to be here. I am great. It's great to have you back. You and I do this every year or two. |
| 0:15.2 | We look at all the topics that founders face, capital allocators face, and we just try to have |
| 0:21.6 | a really thoughtful discussion about them. All of these live at thisweekandstartups.com, |
| 0:26.6 | slash basics thisweekandstartup.com slash basics, or you can just search Startup Legal Basics playlist |
| 0:32.8 | on YouTube. You'll find it immediately over the past few weeks. You've heard us cover a lot of |
| 0:38.4 | topics that are important right now in the year 2023 going into 2024, down rounds, repricing options, |
| 0:46.8 | and just generally the trends of 2023. One thing that's new in our industry, Becky, |
| 0:53.6 | is the concept of founders being able to sell in secondary. Let's dive into this because when |
| 0:59.6 | I started in the industry, VCs had the position 20 years ago, and secondary's were evil, |
| 1:05.4 | and that you wanted a hungry founder. You wanted like a really hungry wolf pack that was going |
| 1:12.2 | for the IPO, and they had nothing but suffering and pain until that point in time, but something |
| 1:16.9 | changed along the way. So maybe you can give us an overview of what changed and how often these |
| 1:22.5 | are occurring in some of the best practices. Yeah, absolutely. Happy to. I think you're absolutely |
| 1:27.6 | right. You go back 20 years, and these were rare, rare, rare. If we go back five years, |
| 1:34.2 | maybe I'll call that period the new normal. During that time, |
| 1:40.7 | the secondaries were largely reserved for later stage companies, and we're usually done at a |
| 1:45.2 | discount anywhere from maybe 10 to 25% of whatever the last preferred stock round was. But |
| 1:52.3 | beginning in the second half of 2020, there was, as we all experienced, this bit of a funding |
| 1:58.4 | frenzy that really kicked off and gained momentum through early 2022, and during that time, |
| 2:05.0 | evaluation sort, amounts raised soared, firms became more and more company and founder friendly, |
... |
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