1. 可能鼓励辞职：10日围绕创始人股票的流动性预设有很多讨论。比如，一旦公司的财务指标满足某种标准，如现金流为正，就允许创始人在二级市场出售约2%的股份。频率可以是一年一次。这听起来很不错——创业者和投资者的大多数利益仍保持一致——但有个很大的担忧是：二级市场这样会不会“鼓励”一些级别相对低的雇员辞职？毕竟，一旦辞职，很多股票限售规定都会失效——而且，也很少有公司希望被外界视为优先购股权恪守者 (这会让其难以招到新的人才)。
3. 诉讼纷争: 到一定时候，二级市场会产生大量诉讼，可能包括集体诉讼。设想如果一家二级市场交易活跃的公司IPO价格比二级市场交易价低30%，会怎样？设想二级市场卖家是内部人士会怎样？买家很可能提起诉讼，指控卖家应早已知晓股票被高估 (须知，买家对公司财务状况可能毫不知情)。我不认为这样的诉讼会赢或者应该赢(买入者都应该知道，无数据支持的买入就是在闭着眼向前冲)，但律师们会争着接这些诉讼案。标的非常可观，外加一些有钱的原告……
Later today I'll be moderating a panel at the Capitalyze conference in San Francisco, which is being organized by SecondMarket. This comes less than 24 hours after rival SharesPost held an its own event in Menlo Park. Some questions after yesterday, and in preparation for today:
1. Incentive to leave: There was lots of talk yesterday about preemptively structuring founder liquidity. For example, letting founders sell 2% or so of their shares on a secondary market once the company hits some sort of financial milestone like cash-flow positive. Maybe make it an annual event. That's all well and good – most interests between entrepreneurs and investors remain aligned – but there is a much larger concern: Are the secondary markets incentivizing lower-level employees to leave? After all, many share restrictions are removed once no longer on a company's payroll – and few companies want to be known as ROFR sticklers (makes it hard to recruit new talent).
2. LP pressure: If I'm a limited partner in VC funds, here would be my question about founder liquidity: "Hey, why don't we get a little too?" Now there obviously are huge differences between a university endowment and a debt-laden 26 year-old hoping to afford a house in the Valley, but that difference is minimized a bit when the entrepreneur is now 30 and has tapped the founder liquidity well more than once. What I'm getting at is the notion that VCs – particularly seed/early-stage VCs – could soon face LP pressure to also liquidate some shares alongside founders.
3. Downside litigation: At some point, the secondary markets are going to produce a large number of lawsuits, possibly class-action ones. Imagine one of the heavily-traded companies goes public at 30% lower than where it traded on the secondary market. And imagine the secondary market sellers were insiders. The buyers may well sue, arguing that the sellers should have known the shares were overvalued (remember, buyers almost never know the actual company financials). I don't think these suits will – or should be – successful (anyone buying without the data should know they're flying blind), but lawyers will line up to bring them. Very rich target, plus some wealthy plaintiffs (by definition)…
4. Setting the bar: When investment banks compete in a bake-off to lead the IPO of a secondary-traded company, are they using the secondary trading values as baselines for what they're promising on the public markets? I can't say, but would imagine they almost have to be. I-bankers are known for blowing smoke on pricing to private company CEOs, and it would be hard to imagine them saying, "I know you're getting $20 billion on the private markets, but I think we can only bring you out at $15 billion."