To comply with anti-fraud rules (SEC Rule 10b-5), it’s important to close any material information gap between the buyers and the sellers. Yet while there are some basic anti-fraud rules that apply to all securities transactions, there’s limited guidance when it comes to private tender offer rules. The good news is that following some best practices during a private liquidity program can help protect the company from liability down the line while keeping sensitive information secure. Founder’s Circle asked James Hutchinson and Cameron Contizano, private equity partners of Goodwin, to give some insight into these disclosure practices. Hutchinson orchestrated the first pre-IPO employee private liquidity transaction at Facebook (structuring discussions that were held in Mark Zuckerberg’s living room). Contizano has extensive experience organizing secondary transactions, including a tender offer for Twilio.