Billions of dollars have flooded new online marketplaces for trading private
company stock. These marketplaces stand poised to become important, lasting
features of the private company world as they provide a central meeting place for
buyers and sellers and potentially increase the liquidity of private company stock.
Increased liquidity is particularly important to investors in start-up companies, as
these companies have faced longer periods of time before going public or being
acquired. The new marketplaces also raise significant information issues, however,
that threaten their legitimacy and efficiency. This Article is the first to examine
these information issues—lack of information, asymmetric information, conflicts of
interest, and insider trading—as well as possible solutions that would allow the
markets to continue to evolve while promoting their integrity and investor protection
goals. Specifically, the Article proposes establishing a minimum information
requirement for secondary trading in private company stock and reexamining the
thresholds for accredited investor status in order to ensure that market participants
can fend for themselves without additional protections. The Article also examines
potential responses to insider trading in these markets, arguing that a case exists for
the SEC to take action in the private market context, since harm may be cognizable
and the arguments for regulating insider trading are as strong in the private market
arena as in the public.
Volume 161 Issue 1 2012 Article