Owning Uber or Airbnb shares might sound appealing to envious investors — but until these unicorns ring the opening bell on the stock exchange, static shares remain difficult to trade within the private markets. Draper Associates and LawTrades are trying to tackle this issue of illiquidity by offering seed stage startups a new kind of deal: the Tradeable Automated Term Sheet, or TATS, details of which they shared exclusively with VentureBeat.
Draper Associates led LawTrades’ seed round last year and has since been working with the New York-based 500 Startups graduate on TATS. “I’ve run into a lot of companies that are addressing this illiquidity issue in the private markets in a variety of different ways,” said Tim Draper in an exclusive interview with VentureBeat. “Whether it’s AngelList, eShares, or Equidate, they’re all trying to figure out how to create an interesting marketplace for private companies.”
Draper and Raad Ahmed, the founder and CEO of LawTrades, chose to create TATS as an alternative to the standard seed round term sheet. The new set of documents explicitly state that the investors’ shares can’t be subject to restrictions on transfer (with minor exceptions) after the earlier of five years or a $100 million valuation.
“Most term sheets are silent on this subject,” said Ahmed, in an email to VentureBeat. “Our system also encourages the use of online cap table management software to provide a central source of truth for all shareholders and reduce legal costs.”
Ahmed claims that so far, more than 500 investors and private companies have requested TATS through word of mouth, a number that might significantly increase with today’s public announcement. The document can be requested and downloaded here for free. Here is a preview:
Raad says that TATS is similar to Y Combinator’s simple agreement for future equity (SAFE) note and 500 Startups’ keep it simple security (KISS), but argues that those apply to convertible debt only, which is a different legal framework.
“Startups assume by default that they have to use convertible notes, but we don’t believe that to be the case,” Ahmed said in a statement. “TATS is an equity raise, so investors will be able to know what the valuation of the company is up front, and there’s no interest tied to the funding.”
Union Square Ventures’ Fred Wilson has essentially argued the same thing: Convertible and SAFE notes aren’t in the best interest of the founders.
Ahmed adds that TATS does not have an impact on the common stock that founders and employees hold, as such stock is subject to a right of first refusal in favor of the company and the largest investors. “The company may decide to impose further restrictions on transfer in the bylaws or in stock purchase agreements,” he wrote. Still, one could argue that with shares becoming more easily tradeable, founders could experience a game of musical chairs, with investors cycling in and out.
In the larger scheme of things, trying to create a more seamless and transparent private market isn’t new. Other efforts include the Nasdaq Private Market and Equidate. The concept makes sense, especially in light of Congress and the SEC increasingly flooding IPO companies with regulations and high costs since the market crash of 2001.
“Now when you’re a public company, it costs you about $5 million a year just to comply with these regulations,” said Draper. “It has really messed up the markets.” He points to the Sarbanes-Oxley Act of 2002 in particular, which he blames for a loss of risk-taking and economic competitiveness.
Draper’s investments in startups like LawTrades and eShares is proof that he believes in the potential of private markets, if only for investors. “Just because the regulations have put a chokehold on the economy doesn’t mean that we can’t figure out a way to operate,” he said.
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