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Europe meets resistance as it sets the rules of the ESG road

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Welcome to Moral Money. Today we have:

  • EU’s green agenda may come with unintended consequences

  • GE’s climate goal highlights difficulties of decarbonisation

  • Starbucks ties exec pay to ESG

  • Climate stress tests

EU green rules risk starving emerging markets of capital

Another week, another wave of debates around the European Commission’s green taxonomy. No wonder: as I detailed in a column this week, one unintended consequence of the Trump administration’s reluctance to embrace ESG is that the EU is becoming the de facto ESG standard setter for global finance, since any global group with EU exposure needs to comply with its rules.

This echoes what has happened with data privacy — and is ironic given the Trump administration’s desire to avoid non-American bodies influencing what American companies do.

However, as the commission presses ahead, some details of its taxonomy and other regulatory plans are provoking growing unease. As Daniel Hanna, head of sustainability at Standard Chartered, told the Institute of International Finance this week, the binary labelling of assets as “green” or “brown” jars with the reality of a corporate world that is often trying to transition activities along a spectrum of brown to green (or “olive”, if you like).

Nor does it capture the trade-offs around other factors such as inequality. The pandemic recession is making these so important that Nick Robins, a London School of Economics professor, told a separate panel organised by investment manager Candriam that it was better to focus on a “just transition” framework, that balances social issues against environmental factors, rather than green criteria alone.

Then there is another issue that deserves more debate: if the EU rules penalise banks that lend to dirty industries in emerging markets, as Mr Hanna points out, that will remove capital at the very moment that EM businesses need it to create growth — or (hopefully) transition from brown to green.

In an ideal world the gap would be plugged with multilateral assistance or blended finance (ie: public-private partnerships). In the real world that has been depressingly slow to emerge in a form that private finance can back. “It is not a lack of money but a lack of investible projects that is holding us back,” Oliver Bäte, CEO of Allianz (pictured above), told a UN panel this week. Or, as Munir Akram, president of ECOSOC, echoed: “We need the development of a sustainable infrastructure facility as a public-private partnership.”

It remains to be seen whether this can emerge from the meetings of the multilateral agencies this week — or if the EU will modify its taxonomy to reflect these issues, as economies ail. Watch this space. (Gillian Tett)

GE’s pledge shows that decarbonisation won’t be easy

© AFP via Getty Images

GE has joined the growing list of companies pledging to go carbon-neutral. Thursday’s announcement was an important step forward for the industrial giant, but some critics were quick to say that it did not go far enough. Either way, it is an interesting case study that shows just how complicated decarbonising the economy will be.

On the plus side, the fact that GE set its deadline as 2030 is encouraging. When companies say they will be carbon-neutral by 2050, it is “almost a meaningless target”, said Paula DiPerna, special adviser to CDP (formerly known as the Carbon Disclosure Project). But a goal just 10 years away should fall within the lifetime of the present board, making it easier to hold leadership responsible if they come up short, she added.

It is also worth noting that GE has already been working to slash its direct emissions, taking steps to divest from oil and gas company Baker Hughes and rid its portfolio of coal.

However, given that jet engines and gas turbines are still important business lines for GE, many climate activists argue they are not doing as much as they should.

GE’s pledge focuses solely on the greenhouse gases put into the atmosphere via its own operations and the power it purchases (in ESG jargon these are known as Scope 1 and Scope 2 emissions). It does not extend to emissions created by its customers when they use GE products (Scope 3 emissions).

Cutting back on Scope 1 and 2 emissions is an important part of preparing for increasing carbon taxes. It will also be key to maintaining business relationships with customers in countries such as China, which have made their own pledges to cut carbon.

But how much do the Scope 1 and 2 cuts really matter if a company is still building products designed specifically to burn more fossil fuels? Is GE significantly different from the much-lambasted Norwegian shipping company that issued a green bond last year to build more fuel-efficient oil tankers?

This is not to say GE should not be praised for its progress. GE is also quick to point out it is developing more efficient technology than other companies (like airlines) can use in their decarbonisation plans.

However, it is also important to remember that no company operates in a vacuum, and voluntary corporate promises to do better are no substitute for the systemic changes needed to curb the use of fossil fuels. As the saying goes, the road to hell (or, at least, an uninhabitable world) is paved with good intentions. (Billy Nauman)

When ESG comes for your bonus

© Bloomberg

On Wednesday, coffee giant Starbucks pledged to have at least 30 per cent of its corporate-level workforce comprised of people who are black, indigenous or broadly people of colour (a group represented in the popular acronym BIPOC) by 2025.

It is a Venti-sized goal.

Currently only 3.7 per cent of Starbucks’ corporate workforce is black, and only 7.4 per cent identify as Hispanic or Latino, according to the company.

So to get there, Starbucks sweetened the drink: diversity goals will be part of executives’ bonus starting next year. 

Incorporating some sort of ESG metric into bonus pay is becoming more common for company boards. About 62 per cent of Fortune 200 companies include ESG measures in their executive bonus plans, according to a report from consultancy Semler Brossy. The definition of these “ESG metrics” can be quite flimsy (is customer satisfaction really an ESG quality?) And only about 10 per cent of Fortune 200 companies include a diversity and inclusion metric with a formal weighting in executive bonus plans, Semler Brossy said.

Other companies have added environmental criteria to bonuses. In 2018, Shell bowed to intense shareholder pressure and said it would link executive pay to carbon emissions targets.

Starbucks did not specify how much of its executives’ bonuses the diversity metrics would influence. When companies do tie rewards to ESG metrics, the weighting is often a tiny sliver of other bonus criteria such as share price and profit increases.

For example, Chevron last year added the management of greenhouse gas emissions to its executives’ pay scores. But the GHG evaluation is coupled with personnel and environmental safety goals, which together account for just 15 per cent of an executive’s bonus composition. AbbVie, the pharma company, has linked 10 per cent of executives’ short-term bonuses to reputation and sustainability metrics such as business ethics, Semler Brossy said.

Looking ahead to 2021, investors are keen to keep pressuring companies on their environmental and social progress after a record year for petitions in 2020. Investors would be wise to turn their attention to ESG bonus criteria to ensure the impact of these schemes adds up to more than the cost of a coffee. (Patrick Temple-West)

Climate stress tests are not just a matter for banks

© REUTERS

Europe’s central banks will soon be moving forward with financial sector stress tests to ferret out climate change vulnerabilities. French banks’ results should be available in April 2021 and those for UK banks in 2022, according to Fitch Ratings. The European Central Bank has said it wants banks to include climate risks in certain capital cushion assessments, and the European Banking Authority is considering including climate change risks in 2021 stress tests for the first time, Fitch said.

Sarah Breeden, executive director for UK deposit takers supervision at the Bank of England, told a conference this week that the pressure the central banks were putting on the financial sector was intended to permeate through the business community. “What we hope our stress tests will do,” Ms Breeden said, is to “require them to get the data and have the conversation with their customers so that they understand what this possible climate scenario might mean”. 

From real estate to agriculture and industrial companies, it matters where the assets lie, she told the Institute of International Finance. “It matters whether a company has a plan to get to net zero.”

It is clear that banks are reacting (just see JPMorgan’s fossil fuels announcement last week). But companies appear to be adapting as well (see GE’s moves, above). “It will be a whole balance sheet exercise,” Ms Breeden said. (Patrick Temple-West)

Chart of the day

Chart showing that emissions decline across sectors

Global emissions fell 8.8 per cent in the first half of 2020 as the coronavirus crisis restricted movement and economic activity, according to a study in the scientific journal Nature Communications. Please read Leslie Hook’s article about the report here.

Smart reads

  • The National Association of Corporate Directors’ annual summit this week left some in the audience disgruntled and deeply offended after the author and columnist Anand Giridharadas claimed that board members had flaunted baseless commitments to combat the climate crisis, the opioid crisis and growing wealth inequality. In a conversation with Gillian Tett, Mr Giridharadas asked the audience, filled with corporate directors: “Where were you in the run-up to the climate crisis?” and argued that “we need to change how power works”.

  • For more evidence of Europe’s status as the global authority on climate policy, see this story on Ford, the US carmaker, which has had to strike up an alliance with rivals across the pond to help it meet its emissions targets and avoid being fined by Brussels. (FT)

Further reading

  • JPMorgan Asset Management plans ESG ETFs for Asian clients (FT)

  • Time for investors to score portfolios on investing horizon (FT)

  • Pandemic reverses progress on workplace equality (FT)

  • Unregulated ‘greenwashing’? ESG investing is under the microscope as the money rolls in (CNBC)

  • The Great Barrier Reef Has Lost Half Its Corals (NYTimes)

  • Climate change is wreaking havoc on the power grid in ways you never knew (LATimes)

  • Christopher Marquis, a Cornell management professor, writes in Better Business that he has considered the B Corp the most impressive business innovation he has encountered for more than a decade. But that timeline points to a problem: adoption has been slow. (FT business books: October edition)



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Hedge fund manager Hohn pays himself $479m

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Billionaire hedge fund manager Sir Christopher Hohn has paid himself a dividend of $479m, one of the largest-ever annual personal payouts in the UK, after profits at his firm more than doubled last year.

Hohn, who is founder of Mayfair-based TCI Fund Management and one of the UK’s biggest philanthropists, made the payment to a company he controls during the year to February 2020, according to regulatory filings.

TCI, which manages more than $45bn in assets and tends to bet on rising rather than falling prices, has been a big winner from the bull market of recent years. During 2019 it made $8.4bn worth of profits for investors, according to LCH Investments, profiting from gains in stocks including Alphabet, Charter Communications and Canadian Pacific Railway.

TCI Fund Management’s profits for the year to February 2020 jumped 108 per cent to $670.9m. The $479m dividend was then paid to a separate firm TCI Fund Management (UK). Both companies are controlled by Hohn.

TCI declined to comment. The payment was first reported by The Guardian.

While the payout beats the £323m paid to Bet365 boss Denise Coates in 2018, much of it has been reinvested in TCI funds, filings show. It is also far from the biggest-ever hedge fund payday, being dwarfed by sums such as the $3.7bn earned by US manager John Paulson in 2007 thanks to bets on the subprime crisis.

In 2014, during testimony in his divorce battle with estranged wife Jamie Cooper-Hohn, Hohn described himself as “an unbelievable moneymaker”. A High Court judge later awarded Cooper-Hohn a $530m divorce payout.

Hohn, who grew up in Surrey and is the son of a Jamaican car mechanic, is known as one of Europe’s most aggressive activist investors. A backer of climate group Extinction Rebellion, he has been vocal in recent years in pushing companies to improve their climate policy, for instance threatening to sue coal-financing banks and warning his fund will vote against directors whose companies do not improve pollution disclosure.

In October Spanish airports operator Aena bowed to pressure from Hohn’s fund, becoming the first company in the world to give shareholders an annual vote on its climate policy.

Through his charity The Children’s Investment Fund Foundation, which in 2019 approved $386m of charitable payouts, he wrote to seven of the world’s biggest asset managers, urging them to put pressure on companies over climate policy.

Last year TCI was one of a number of funds looking to raise fresh assets from investors after suffering losses during the pandemic. It was also one of the big winners from betting against collapsed German payments group Wirecard, making as much as €193m in a week, according to data group Breakout Point.

Hohn’s fortune was estimated last year at £1.3bn by the Sunday Times Rich List.

laurence.fletcher@ft.com



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FCA first alerted to concerns over Neil Woodford’s business in 2015

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The Financial Conduct Authority was warned about problems within Neil Woodford’s investment business less than a year after it opened in 2014 but did not intervene for almost another two years, according to several people briefed on the process.

Woodford recently announced plans to relaunch his career at a time when the regulator faces pressure from politicians and campaigners critical of its oversight of the stockpicker’s failed business — and over how long it is taking to investigate his downfall.

The onetime star fund manager was forced to suspend his flagship £3.7bn investment fund in June 2019, trapping the savings of hundreds of thousands of investors in the biggest British investment scandal for a decade.

But concerns over its investment strategy were raised within the first year of its operation, when two of the company’s founding partners — chief operating officer Nick Hamilton and chief legal and compliance officer Gray Smith — resigned after falling out with Woodford and chief executive Craig Newman.

Given their senior roles in such a high-profile business, Smith and Gray were asked to discuss the reasons for their departures in exit interviews with the FCA in January 2015. The FCA did not act on the information they presented, according to those familiar with the regulator’s dealings with the company.

The four founders had clashed openly over the company’s compliance culture and the level of due diligence carried out on Woodford’s investments in private companies, according to former WIM staff members.

Hamilton and Smith were especially concerned with the amounts being committed to unlisted companies.

In response to FT questions over the exit interviews, the FCA said: “Where we receive information relating to concerns about firms or individuals we follow up and take action where appropriate. But we do not conduct our supervision of firms or individuals in public.”

Smith and Hamilton declined to comment. Several former staff at WIM said they were unable to talk publicly about their departure from the company.

A spokesman for Woodford said: “It is true that the FCA did not approach us after the interviews, and I am sure would have approached us had there been any concerns raised from the interviews.” 

The spotlight falls on the FCA at a tricky time for the regulator as it seeks to draw a line under a spate of industry controversies during the tenure of its previous chief executive Andrew Bailey, now governor of the Bank of England.

A recent review of its handling of the £236m collapse of mini-bond issuer London Capital & Finance found repeated failures by the watchdog to act on external warnings. “The FCA’s handling of information from third parties . . . was wholly deficient,” the review concluded. “This was an egregious example of the FCA’s failure to fulfil its statutory objectives”.

Bailey took over as head of the FCA in 2016, after the contract of his predecessor Martin Wheatley was not renewed, and led it during both the Woodford and LCF collapses.

In February he told MPs on the Treasury select committee that when he joined the FCA it had “no system for extracting information” from warnings or tip-offs. “I’m not hiding things that went wrong,” Bailey said. “There should have been a mechanism to alert supervision and enforcement.” 

Nikhil Rathi, the FCA’s current chief executive, and Charles Randell, its chairman, will be quizzed by the committee on Monday about its handling of LCF.

While giving evidence to parliament in June 2019, Bailey said the FCA’s first intervention with WIM was at the end of 2016 when the regulator spotted a conflict of interest in the business’s valuation process. By this point WIM managed almost £10bn and was the UK’s sixth best-selling fund manager.

The FCA has been dogged by questions over its oversight of WIM having approved the business to start trading just months after it found funds managed by Woodford at his former employer, Invesco Perpetual, exposed investors to higher levels of risk than they had been led to expect.

Invesco Perpetual was fined £18.6m for the breaches, which also involved several funds not managed by Woodford, in what was a record penalty imposed on a UK fund manager. 

Woodford is still approved by the FCA to act as an executive director of an investment company, having updated his status in December 2019.

Ten days ago Mel Stride, chair of the Treasury select committee, called on the FCA to conclude its investigation into WIM’s implosion, saying: “As the FCA’s investigation still continues over 18 months after the fund was suspended, the reports of the new fund may understandably be of concern to investors who previously lost out.”

Owen Walker’s ‘Built on a Lie: The Rise and Fall of Neil Woodford and the Fate of Middle England’s Money’ will be published by Penguin on Thursday



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Staying private: the booming market for shares in the hottest start-ups

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In 2014, an Austrian entrepreneur offered investors a rare chance to purchase shares in Jumio, his fast-growing and profitable payments company. The deal was not a typical venture capital transaction. Instead of purchasing new shares, investors could buy out earlier shareholders, in what are known as private secondary transactions.

Daniel Mattes, who calls himself a “visionary” on his Instagram page and has been a judge on the Austrian version of Shark Tank, the American reality TV series for entrepreneurs, told at least one prospective buyer he had no plans to reduce his own stake in the business, according to a US Securities and Exchange Commission complaint filed in 2019. Mattes also signed off on documents that, according to the complaint, claimed Jumio made a small profit and revenues of more than $100m in 2013 — a significant sum for a three-year-old company.

Two years later, Jumio filed for bankruptcy, and the company’s shares became worthless. In reality, according to the SEC, Jumio had only made one-tenth of the revenues it claimed, and Mattes had bypassed his board of directors to sell about $14m of his own shares.

Jumio’s case highlighted the risks of an opaque but fast-growing corner of finance: the global market for shares in private start-ups such as TikTok owner ByteDance, Elon Musk’s SpaceX and payments company Stripe. In 2019, the market was estimated to host almost $40bn in lightly regulated trades, according to one participant, more than doubling its volume from 2014.

Attendees wear costumes at a TikTok Creator's Lab hosted by ByteDance in Tokyo. The global market for shares in such private start-ups is an opaque but fast-growing corner of finance
Attendees wear costumes at a TikTok Creator’s Lab hosted by ByteDance in Tokyo. The global market for shares in such private start-ups is an opaque but fast-growing corner of finance © Shiho Fukada/Bloomberg

Recently, the market has been hotter than ever. Though private companies have largely tried to restrict trading, brokers say hedge funds, mutual funds and other institutional investors have begun pouring in, buying large blocks of existing shares in start-ups that are nearing initial public offerings or big acquisitions. Often, the investors receive scant rights to information on financial performance.

Technology upstarts and financial institutions including big banks have rushed to capitalise on the interest by brokering deals and forming trading venues, setting up a battle that could fundamentally alter the market’s structure and potentially allow companies to stay private indefinitely.

The boom reflects how cash-flush investors are clamouring for stakes in fast-growing businesses, with low interest rates pushing non-traditional funds deeper into private markets. To meet the demand, brokers now face two key challenges: increasing the supply of shares in desirable companies while preventing fraud and manipulation in a competitive market.

Until recently, private secondary markets resembled “that guy with a trenchcoat that’s selling you watches in Times Square”, says Inderpal Singh, who leads a private secondary market project at the start-up marketplace AngelList. “In the last year, there’s been a big shift.”

chart showing the growing trading volume in private markets

In addition to AngelList, JPMorgan and the software start-up Carta have begun facilitating trades in private companies. They compete with established players like Nasdaq and Forge Global, which purchased the rival marketplace SharesPost in a $160m deal last year, as well as scores of smaller independent brokers.

Carta and some other intermediaries have advocated that the SEC relax restrictions on who can purchase shares in private companies, potentially opening up the market to a broader swath of investors.

But some observers remain sceptical that the growing market can protect investors against bad actors. Mattes, who paid $17m to settle the charges, did not admit or deny the SEC’s allegations, though he resigned from Jumio in 2015 following an internal investigation. The entrepreneur did not respond to questions sent to his personal website.

The rush to expand trading could lead to fraud and manipulation, says Stephen Diamond, a professor of law at Santa Clara University who has studied private secondary transactions.

“All too often in Silicon Valley, people want to basically ignore the consequences of unhealthy market structures,” Diamond says.

Facebook's initial public offer is displayed on a news ticker in New York in 2012. The IPO created a frenzied market where independent brokers facilitated thousands of trades with little oversight from the company
Facebook’s initial public offer is displayed on a news ticker in New York in 2012. The IPO created a frenzied market where independent brokers facilitated thousands of trades with little oversight from the company © Michael Nagle/Bloomberg

The Facebook episode

The debates reflect a decade-long shift in capital markets as companies grow larger than ever in private — securing billion-dollar valuations and “unicorn” status while pushing back their public debuts. As a consequence, start-ups, investors and employees have accumulated trillions of dollars’ worth of shares that cannot easily be bought and sold, barring a public listing or acquisition.

Private secondary markets grew in importance in the lead-up to Facebook’s initial public offering in 2012. Investors rushed to buy the social media company’s shares, creating a frenzied market where independent brokers facilitated thousands of trades with little oversight from the company.

The trades created headaches. One Facebook executive left the company after he reportedly purchased stock ahead of a big funding announcement. Facebook sometimes lost track of who owned its shares, complicating preparations for its IPO.

Facebook’s struggles caused many start-ups to adopt strict clauses in their legal documents that prevented employees from trading shares without company approval. Some companies have gone even further, requiring sellers to receive approval from boards of directors months in advance of any transaction.

Though the restrictions have made trading difficult, brokers say the market has been busier than ever in the past 12 months, with big investors such as Tiger Global Management hunting for shares in start-ups that look like sure bets for blockbuster public listings.

Tiger Global has used secondary sales to gain stakes in companies such as China’s ByteDance and the software group Snowflake, according to fund documents and people familiar with the trades. Other hedge funds and mutual funds routinely purchase new stakes in companies worth tens of millions of dollars, brokers say.

Conference-goers at a Stripe booth during a GeekWire summit in Washington. The boom in private secondary markets reflects how cash-flush investors are clamouring for stakes in fast-growing businesses
Conference-goers at a Stripe booth during a GeekWire summit in Washington. The boom in private secondary markets reflects how cash-flush investors are clamouring for stakes in fast-growing businesses © David Ryder/Bloomberg

On the other side of the trades, existing shareholders such as venture capitalists have sought to unload stakes in highly-valued companies as they delay public listings. The market can also be an important source of cash for start-up employees, who receive a large portion of their pay in stock options.

Several new entrants, such as Carta’s private stock exchange CartaX, now hope to formalise the market and capture trading fees that have been spread between dozens of independent brokers.

“There is now, in the past few years, not a push to go all the way back to the days of strict prohibitions on secondary trading, but a push to have more avenues for organised liquidity,” says Cameron Contizano, a partner at law firm Goodwin Procter who works on secondary transactions.

Meanwhile, investor demand has pushed up prices for companies such as ByteDance, SpaceX and Stripe. Barrett Cohn, chief executive of the private securities broker Scenic Advisement, says he advised companies on twice as many secondary transactions in 2020 compared with the previous year. Of the last dozen deals Scenic worked on in the past few quarters, only one resulted in shares being sold at a discount to a company’s most recent stock price, he says.

Competing for business

The rise in trading volumes and the rush to capture the market will shape the way private shares change hands. San Francisco-based Carta, a company best known for selling shareholder management software to start-ups, has become a lightning rod in debates about the market’s direction. Its 45-year-old chief executive, Henry Ward, has set out an ambitious goal to build the “private stock exchange” for tech start-ups.

Ward wants the CartaX marketplace to compete with the Nasdaq exchange, providing a listing venue where companies could potentially stay private indefinitely. The exchange uses an auction model that Ward says will result in superior prices for sellers.

But the project has already drawn strong responses from rivals and market participants. Some brokers and start-ups say CartaX amounted to an attempt to monopolise the market, and the company is naive to think it could unseat public exchanges. Scenic’s Cohn says Carta has made it increasingly difficult for its clients to export their shareholder data for use in other kinds of secondary transactions, such as tender offers.

Marc Andreessen, the Netscape co-founder and Carta board member. Platforms like CartaX may struggle to meet their targets if private companies remain selective about who owns their shares
Marc Andreessen, the Netscape co-founder and Carta board member. Platforms like CartaX may struggle to meet their targets if private companies remain selective about who owns their shares © David Paul Morris/Bloomberg

“We’re not trying to make the New York Stock Exchange go away,” says Kelly Rodrigues, chief executive of the brokerage Forge, which has begun offering software that companies can use to manage secondary transactions. Forge also bills itself as the “stock market for private companies”.

Others say the most desirable start-ups would not want to use CartaX because few private companies want to subject their shares to monthly or quarterly auctions marketed by the exchange.

Eric Folkemer, head of Nasdaq Private Markets, says it has already set up a similar marketplace with price discovery tools for companies such as the workplace collaboration company Asana that want to facilitate trading in their shares before going public.

“We have it,” says Folkemer. “The question is, does the market want it?”

JPMorgan has put its money behind Zanbato, a private share trading system that is taking a different approach from Carta, acting as a central matchmaker for more than 100 banks and brokers executing orders on behalf of clients.

Nico Sand, chief executive of Zanbato, says the exchange has made a conscious choice to focus on trades between large, qualified buyers with more than $100m in assets, who regulators assume have high amounts of financial expertise and require less oversight.

Zanbato has applied for a patent for a trading system with “firm orders”, a legal contract that forces buyers and sellers to transact shares in a private company after they have submitted orders with desired prices and quantities, says Sand.

He says the concept, which is standard in public markets, is necessary for creating efficient trading in private shares. “At the end of the day, it comes down to formalising the market structure in a way it’s not currently formalised.”

Chart showing trading activity on private stock trading platform Zanbato

‘The third configuration’

So far, Carta is the only company that is listed for trading on CartaX. This month, investors purchased almost $100m in shares following the company’s first auctions on the exchange, in trades that valued the company at $6.9bn — more than double the valuation it received from venture capitalists less than one year ago.

Marc Andreessen, the Netscape co-founder and Carta board member, said in a blog post that he would encourage start-ups backed by his venture capital firm Andreessen Horowitz to consider listing on the exchange. He also said the firm would buy shares in companies on the exchange.

“The third configuration — beyond the false binary of simply private or public — is here,” Andreessen wrote.

But Ward has set targets for the exchange that some people familiar with its workings described as overly ambitious.

A SpaceX rocket lifts off from Cape Canaveral, Florida. The company is one of the most active companies in secondary trading and hosts an internal marketplace where employees and venture capitalists can sell stock to invited investors
A SpaceX rocket lifts off from Cape Canaveral, Florida. The company is one of the most active companies in secondary trading and hosts an internal marketplace where employees and venture capitalists can sell stock to invited investors © Craig Bailey/USA TODAY NETWORK/Reuters

Ward told investors he expected CartaX to generate about $1.1bn in annual revenues by 2024, according to a presentation viewed by the Financial Times. Under the most optimistic scenario, the marketplace would bring in $3.9bn in revenues that year, the presentation said. Carta declined to comment for this article.

CartaX charges 1 per cent fees to both buyers and sellers, implying it would need to facilitate about $55bn in trades a year to reach Ward’s expectations.

Those volumes would require about 3 per cent of the shares in all billion-dollar start-ups to change hands every year, according to Financial Times analysis of data from CB Insights, which estimates that 546 “unicorns” hold a collective value of $1.8tn.

Platforms like CartaX may struggle to meet their targets if private companies remain selective about who owns their shares. SpaceX, one of the most active companies in secondary trading, already hosts an internal marketplace where employees and venture capitalists can sell stock to invited investors.

“They have a lot of demand from buyers,” says Hans Swildens, chief executive of Industry Ventures, which has invested in Carta. “The question, like all the other marketplaces, is supply.”

Venture capitalists say the new exchange could also face competition from an unlikely source — special purpose acquisition companies (Spacs), which have recently lured relatively young start-ups to public markets.

CartaX would force companies to share two years of financial statements prepared using generally accepted accounting principles, in order to comply with a securities exemption the exchange is using to allow participation from an unlimited number of accredited investors.

Lawyers and governance experts say the requirement could help solve inconsistencies in information disclosure in private markets. But others say it would be a burden for young companies, which often remain private to avoid sharing their financial information to a broad audience of investors, reflecting a central tension in the market as brokers and traders attempt to capitalise on the surge of interest in secondary transactions.

“The ‘move fast and break things’ culture of start-ups militates precisely against this,” says Diamond at Santa Clara University. “That, to me, is the fundamental paradox here.”



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