Founder liquidity, handled like a founder would want.

Why founder liquidity became normal

The venture math is well understood by now: a founder whose entire net worth is one illiquid position makes decisions under personal financial pressure — and pressure shows up in the worst places, like accepting a mediocre acquisition offer because it's the only path to personal solvency. Sophisticated investors would rather their founder took sensible money off the table and swung freely for the long outcome. That's why founder secondaries appear routinely in growth rounds, usually sized as a modest fraction of the founder's holding.

The normalisation has limits, and they're about signal. A small, board-visible, well-priced secondary reads as planning; a large or hurried one reads as a founder heading for the exit. The sizing convention exists precisely to keep the signal clean — enough to change your personal balance sheet, small enough that your alignment is never the question.

The approval stack: SHA, ROFR, board

Unlike an employee selling ESOP shares, you almost certainly signed a shareholders' agreement that constrains founder transfers. Expect three layers, and sequence them deliberately:

• SHA transfer restrictions — many agreements bar founder transfers outright before a defined date or without investor consent; the consent conversation comes first, not last.
• Right of first refusal — existing investors typically get the option to buy your shares on the buyer's terms; the waiver-or-exercise cycle has a notice period defined in your SHA, and it runs in real calendar days.
• Board process — even where not strictly required, a board that hears about your secondary from you, with the buyer and price attached, is a board that stays supportive. Surprise is the only unforgivable structuring error.

Pricing between two honest numbers

Founder secondaries price in the corridor between two references: the last primary round, and what secondary buyers will actually pay today. Secondary buyers apply a discount to the round price for good reasons — they get common or non-preferred stock economics in many structures, no fresh-capital rights, and an illiquid position — and that discount widens or narrows with the company's momentum and the market's mood. Neither number is 'the truth'; the defensible price is the one you can explain to your board using both.

There's also a tax floor to respect: transfers of unlisted shares materially below the prescribed fair market value can create tax consequences for the buyer under anti-abuse provisions, which is why serious buyers insist on a valuation exercise rather than a handshake number. Your own gain is a capital gain — long-term if you've held 24 months or more, which founders almost always have, but verify your acquisition history if shares were re-issued, converted or split along the way.

Choosing the buyer is choosing the next five years

The cash from any qualified buyer is identical; the shareholder you acquire is not. That buyer will sit on your cap table through your next raise, your hardest board meeting, and possibly your exit negotiation. Family offices and long-horizon funds tend to be the natural home for founder secondaries — they underwrite the company, not a quick flip, and they don't need to be managed quarter to quarter.

This is where a discreet, targeted process earns its keep. Your intention to sell never becomes market gossip: we approach a shortlist of verified, capitalised buyers under confidentiality, and your name attaches only when terms are real. The closing itself is mechanical — documented agreements, the off-market demat transfer, and settlement to your verified bank account within T+2 working days of the shares moving. The craft is everything before the mechanics.