Founder-Liquidity and Secondary-Capital Board Adviser

The mandate

Founders seek partial liquidity before the next primary round, and long-tenured employees want a tender after years of illiquidity. Existing investors disagree on price signal, allocation and whether scarce company cash should support administration. The board needs a disciplined secondary process that protects runway and motivation without treating every seller, buyer or share class as economically identical.

Two adviser days each month will follow the evidence behind one policy or transaction choice, alongside five capital-and-remuneration committee sessions during nine months. Four investor, employee-equity or prospective-buyer reviews are included. Individual seller negotiations remain with authorised parties; the adviser consolidates systemic questions rather than becoming a broker or informal allocation desk.

The appointment expires after the board decides the liquidity programme and reviews its first completed or abandoned process. Renewal for a future financing requires new scope, current conflicts and express committee approval. The adviser does not remain as a standing secondary-market intermediary, and unused days cannot be exchanged for transaction commission.

The seat carries no line authority and no executive responsibility for valuation, allocation, offer terms, investor selection, legal compliance, tax, employee communication or transaction approval. Management prepares choices, counsel and tax advisers provide their conclusions and directors decide. The adviser may challenge fairness and capital logic but cannot solicit buyers or promise liquidity.

Interests involving founders, current investors, potential buyers, brokers, valuation firms, employee claimants or competing climate companies create conflicts requiring disclosure. Personal holdings in any participating vehicle must be identified before papers are received. The adviser will accept no placement fee, carry, transaction allocation or remuneration that rises with completed secondary volume.

Why the board wants this voice

Founders, employees and investors all hold legitimate but economically different interests in liquidity timing and price. Fundraising advisers are usually compensated to complete capital events, while management must preserve relationships. An independent capital-governance adviser can help directors design a credible process without marketing shares.

What you will own

• Challenge the purpose, timing and scale of founder, employee and early-investor liquidity against primary funding need.
• Test eligible seller classes, allocation methods, price references, information access and treatment across security rights.
• Examine buyer quality, concentration, governance expectations, transfer restrictions and future financing consequences.
• Probe employee retention, tax timing, underwater options, expired grants and unequal access to information.
• Compare tender, bilateral sale, structured secondary and no-transaction alternatives through cost and execution risk.
• Shape decision gates for valuation evidence, primary-round certainty, buyer diligence, communication and board approval.
• Frame a conflict-aware policy, scenario book, unresolved stakeholder choices and post-process review questions.

Candidate qualifications

• Advised boards on founder and employee secondary liquidity for venture-backed technology companies before a primary round.
• Balanced runway, dilution, valuation signalling, retention and investor concentration across several security classes.
• Designed allocation and information processes that treated different seller cohorts transparently without promising equal outcomes.
• Challenged brokers or buyers whose incentives, governance demands or price references weakened long-term capital strategy.
• Worked with counsel and tax advisers without presenting transaction, securities or personal-tax conclusions.
• Maintained independence from founders, funds, buyers, brokers and valuation providers throughout a sensitive process.

Non-negotiables

• Can attend five Stockholm committee sessions and four investor, employee or buyer evidence reviews within nine months.
• Will disclose founder, fund, buyer, broker, valuation, climate-software and employee-equity relationships.
• Brings completed startup secondary-capital governance; fundraising introductions or cap-table administration alone is insufficient.
• Accepts no authority to value, allocate, solicit, negotiate, communicate or approve any share transaction.

1. 49 words maximum. Describe a secondary-liquidity proposal you narrowed because it weakened primary capital or retention.
2. 49 words maximum. Which founder, fund, buyer or broker relationship could require your recusal?
3. 49 words maximum. What evidence should directors demand before choosing eligible employee sellers?