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Private Markets

Private market instruments transfer infrequently, and each transfer carries consent, pre-emption and eligibility conditions that are currently administered in email threads.

One transaction boundaryThree stacked elements — a record, a rule and a ledger posting — enclosed by a single boundary, indicating that all three commit together or not at all.ONE TRANSACTION BOUNDARYRecordwhat is trueRulewhat is permittedPostingwhat it did to the bookscommit together

What it changes

  1. Constraints encoded, not rememberedConsent, pre-emption and eligibility are expressible, and a transfer is recorded only when it is confirmed.
  2. The cap table is the registerOwnership in integer basis points, truncated, so no share is ever reported larger than it is.
  3. Corporate actions that cannot go wrong quietlyA split is planned against the record-date register and refuses any ratio that would truncate a holder’s position.
Ask, agree, then actThree steps. One person requests, a different person approves, and only then does the state change. The approval binds to what was requested, so editing it afterwards invalidates the sign-off.Requestone personApprovea different oneActnow it movesThe approval binds to what was asked.Edit it afterwards and the sign-off is void.
Every irreversible act on this platform takes this shape, whatever the subject of the page: one person asks, a different one agrees, and only then does anything move.

What it includes

Secondary transfersRequest, decide, confirm — three acts, with the gates re-run at confirmation.
Classes and preferencesSeniority, preferred return and voting rights per class.
ApprovalsThe requester can never approve their own transfer.

See it against something real.

Bring an instrument you are actually considering. Structuring it is the only way to judge whether the model fits.

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Your instrument, against this modelAn unspecified asset on the left feeds four stages: structure, compliance policy, the offering book and the register. The asset is drawn as an outline because it is the reader's, not the platform's.Your assetwhatever it isStructurePolicyBookRegister