Private Market Liquidity

The liquidity landscape for private companies has changed dramatically over the last decade. Investment entry points into private companies are no longer limited to alphabet rounds or growth equity financings, the universe of investors has expanded beyond venture capital funds and private equity firms, and liquidity opportunities for private company shareholders are no longer limited to IPOs and M&A.

Today, companies, shareholders, executives, and investors employ a wide variety of strategies to access private markets and to provide or obtain liquidity. These transactions sometimes stand alone but they are often central components of venture capital and growth equity financing rounds, M&A deals, and leveraged buyouts, and they occur throughout a company’s lifecycle and across industries. Understanding the menu of options and how to efficiently execute these transactions are particularly important for high growth pre-IPO companies, as well as their founders, investors, and employees.

Since pioneering the first market-defining private company tender offers in 2009, we have been the market leader in private liquidity transactions and at the forefront of nearly every major tender offer in the past 15 years. Goodwin was named #1 in Law Firms Leading Private Company Transactions by Nasdaq Private Market in 2022, 2023, and H1 2024. Companies, founders, and investors seek our guidance to structure and implement sophisticated liquidity solutions, including via:

• Tender offers
• Direct secondary sales
• Structured loans for founders and employees
• Forward contracts
• Special-purpose vehicles and co-investment structures
• Common-to-preferred stock exchanges
• Dividend recapitalizations
• Portfolio company interest “strip sales”

We partner with our clients to ensure their transactions are tax-efficient; comply with securities laws, transfer restrictions and fund documents; and optimize the inputs most important to the parties involved. Working in close cooperation with attorneys in our Secondaries group, our global team combines deep expertise across venture capital, growth equity, private equity, technology, fintech, life sciences, funds, tax, executive compensation and benefits, debt finance, and regulatory law, in US and international jurisdictions.

Connect with our Private Market Liquidity team and let us know how we can help.