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Silicon Valley Is Quietly Building Its Own Wall Street

Can a new stock exchange backed by the Bay Area’s most powerful players take on the NYSE and Nasdaq?

Feb 18 · 21 min read

This story is part of The New Rules of the IPO, a multi-part special report.
Illustrations: James Clapham

On a drizzly San Francisco day in December, Eric Ries is stationed inside the Succession-worthy offices of Orrick, Herrington & Sutcliffe. Here, at the billion-dollar law firm — whose clients include Oracle, Microsoft, Intel, Cisco, Pinterest, and Stripe — guys dressed VC chic in V-neck cashmere sweaters and soft loafers shush across carpeted floors. It’s a frictionless world, all potential irritants engineered away. If you want to be where it happens in Bay Area tech, this is a good place to start.

Ries, in black glasses and a chinstrap beard, looks like a poli sci professor who’s wandered in from Berkeley. The 41-year-old’s 2011 bestseller, The Lean Startup, introduced the masses to product/market fit, minimum viable product, and the pivot. It also vaulted Ries into nerd celebrity status, a coach and mentor to Silicon Valley’s elite. Between his speaking gigs — which now earn him upwards of $40,000 a pop — book royalties, and consulting work for companies like Procter & Gamble and GE, “Lean Startup Inc.” could have allowed Ries to carry on in low-key rich mode indefinitely. Instead, Ries is now focused on his most ambitious — and risky — venture yet: a new stock exchange called the LTSE, or Long-term Stock Exchange.

Ries’s words and time are now tightly guarded by a personal assistant and the LTSE’s head of communications, Steve Goldstein, whose last job, as Rex Tillerson’s Under Secretary of State for Public Diplomacy and Public Affairs, ended in dismissal via presidential tweet. (Ries, for the record, was a prominent supporter of “Nerdz 4 Hillary,” a 2016 tech-world fundraiser for Hillary Clinton.) Today, Ries is at Orrick — his LTSE cofounder, John Bautista, is a partner at the firm — for a full day of closed-door meetings with CEOs and institutional investors, talking up the LTSE.

The LTSE is a controversial new exchange that, Ries argues, will create a fundamental shift in the capital markets. Founders and CEOs will be able to focus on long-term value creation, innovation pipelines, and sustainability goals, while retaining tighter control over the destiny of their companies. But to its critics, the LTSE is either an unnecessary marketing exercise for a handful of Silicon Valley players, or a ploy to let companies profit from public markets while avoiding the accountability of market forces.

When it launches — sometime late in the first quarter of this year, Ries hopes — the LTSE will be the 14th U.S. exchange registered for trading securities, but only the third active exchange that is approved for both trading and listing of public companies. That means, instead of IPO’ing on the NYSE or Nasdaq, companies will now have the option of listing shares, aka “going public,” on the LTSE. Ries has been in roadshow mode for the past year, but since May 2019, when the Securities and Exchange Commission green-lit the LTSE’s application to operate a public exchange, he’s shifted into high gear — pitching the LTSE at trending, still-private companies, and hosting, so far, three of these daylong “investor coalition” meetings in San Francisco.

Generally, they run something like today’s event. The people in the room are a combination of mostly private-company founders and public-market investors “who are very long-term for whatever reason,” Ries says, including a contingent of retirement-fund managers from flyover states who don’t typically get to rub shoulders with Silicon Valley types. Ries gives a five-minute “big themes” talk, which is followed by a workshop covering some nuts-and-bolts aspects of becoming a publicly traded company. “It may be the first time anyone’s talked to them about the mechanics of how public markets work,” Ries says. The rest of the day is devoted to one-on-one meetings between companies and investors — not hard-sell LTSE meetings, says Ries, but information-sharing sessions, with “both sides sharing things they want to know from each other. Our mission is to bring these constituencies together and help them get more aligned” — specifically, around the virtues of financial “long-termism.”

Ries has lined up powerful backers — friends, former coworkers, clients, and investors that he has collected through his varied career. The LTSE has raised $70 million from a who’s who of Silicon Valley VCs: Andreessen Horowitz; Collaborative Fund; Peter Thiel’s Founders Fund; Initialized, the firm run by Reddit cofounder Alexis Ohanian; and Obvious Ventures, an early-stage VC firm co-founded by Ev Williams (founder and CEO of Medium, which Obvious is also an investor in). LinkedIn co-founder Reid Hoffman, now a partner at venture firm Greylock Partners, is also in, along with AOL founder Steve Case. But Ries himself is the biggest shareholder in the for-profit exchange; before the LTSE’s most recent funding round, he held a 29% stake.

If companies and investors buy into Ries’s big idea, that the public markets are broken and a fundamental change is needed, there is a giddying upside. Not just for Ries and his investors — running a securities exchange can be a very lucrative business — but for every striving startup founder and Main Street investor. But, as we’ve seen before with other new stock markets, there’s also a very good chance the whole thing could fizzle.

Ries founded his first company, a career site for college students, while studying computer science and philosophy at Yale. Part Facebook, part LinkedIn — but too early — it failed. After arriving in Silicon Valley in 2001, Ries worked as a software engineer at a virtual-world company called There, and cofounded IMVU, an avatar-based 3D social network (think, Second Life), in 2004. After raising about $29M, he left the business in 2008 (he remains a shareholder.) Ries then spent a short time at VC firm Kleiner Perkins before turning to blogging and writing about his business-world experiences, which provided the seeds for his book, The Lean Startup, which would go on to become a New York Times bestseller and the unofficial bible of Silicon Valley.

He first proposed something like the LTSE in its final chapter, riffing on it for less than a page. “I wanted to talk about the broader social implications of the startup movement — what we as a movement should aspire to beyond just making a quick buck by selling to big companies,” he says. “One of the things was this idea about changing capital markets.”

He conceived of an exchange that would allow companies to benefit from the sale of common stock, while insulating them from short-term stock-market pressures, which he saw as destructive to corporate innovation. “I never dreamed that I would have to be the one to do it,” he says. But the idea stuck with him, reinforced by seeing the challenges that many of his consulting clients were facing. “You name any industry, from 10 employees to thousands — when a company has a bad quarter, the first projects to be canceled are the innovation projects, even though that’s irrational,” Ries says. “It doesn’t make the company more efficient to eat the seed corn.”

Short-termism has social consequences, too. Ries offers the “acid test” of a company that finds out its product is harming customers or their community. “It’s like the great moral quandary of capitalism,” Ries says. “Do you bury the research because that will be profitable for the short-term, or do you do the right thing? Most companies fail that test, in the name of serving shareholders. But is it really serving shareholders to destroy your company? And you should see what happens when the activist campaigns show up.”

In 2018, according to Harvard Law Review, activist hedge funds such as Elliott Management and Starboard Value deployed a record $65 billion across 250 campaigns aimed at influencing business strategy, obtaining board seats, urging or discouraging a sale or merger, and forcing so-called “balance-sheet actions,” such as returning cash to shareholders through dividends or share repurchases. Target companies included Campbell Soup Company, United Technologies, and Pernod Ricard.

Ries and his fellow travelers argue that this sort of unchecked short-termism in public markets is especially disruptive to companies with long-term innovation cycles — the very companies we’ve come to look to for exponential returns. “If you’re a tech company, the product cycle lasts four to seven years, if you’re lucky,” says Margit Wennmachers, an operating partner at Andreessen Horowitz, a major LTSE shareholder. “You get continually disrupted unless you can make significant investment in long-term R&D.”

For all these reasons — plus the cost and general pain of hiring an investment bank to take you public and grinding through the ritual “roadshow” — companies have been staying away from IPOs in droves, remaining private as long as possible. The median time to IPO is now about seven years, versus roughly three years in 2010. The number of companies filing IPOs has plunged from 500 or 600 a year through the 1990s to 100 or 200 for most of the past decade.

“It looks like a falling knife on a chart,” says James Joaquin, co-founder and managing director at Obvious Ventures, an early LTSE backer. “The companies that have IPO’d recently have used duct tape and baling wire solutions, like dual- and triple-class shares, in an effort to insulate themselves from volatility.” (Such arrangements reward some shareholders, usually founders and early investors, with more say in corporate governance.) This isn’t just an issue for company founders, though — it’s a concern for the 55% of Americans who invest in publicly traded companies to fund college, retirement, and other big dreams.

Fundamentally, exchanges exist to connect companies with investors who believe in those companies — and everyone shares in the gains. The LTSE, Ries says, wants to help companies find investors whose timelines and broader priorities align with their own, letting them get off the quarterly earnings treadmill. It will do this, Ries says, by requiring all LTSE-listed companies to commit to a common set of principles. So, in addition to SEC rules that all public companies must follow — obligations to publish quarterly reports, have independent directors, and the like — LTSE-listed companies will also tell investors exactly how they will do things like promoting diversity and sustainability and — here’s the crux of it — focusing on “long-term value creation.” Companies that go public on the LTSE will commit to measuring success in years and decades, aligning executive and board compensation with long-term performance, giving boards explicit oversight of long-term strategy, and “engag[ing] with long-term shareholders.”

For each principle, companies are asked to adopt and publish specific operational policies responsive to it. The LTSE checks that the policies are, in fact, aligned with the principles. “If you come in and say that your sustainability plan is to burn a lot of coal,” Ries says, “we can say, No.” What the LTSE won’t do is to “independently verify that a company is in fact purchasing renewable credits for every ton of carbon they emit, or checking the solar panels on a data center in Des Moines,” says Michelle Greene, the LTSE’s president, a former Treasury Department official under Presidents Clinton and Obama who went on to run the NYSE’s global corporate responsibility program. “If we become aware that a company isn’t following its stated policy,” she says, “we would address it with the company.” Companies found to be significantly out of compliance with LTSE principles can be delisted. That leaves a big role for shareholders in keeping companies honest.

Ries’s most controversial proposals have to do with how companies can incentivize long-term shareholders. The specific mechanism is up to the company — they might offer a progressive dividend, create different share classes, or implement a system of time-phased or “tenure” voting, where the longer you hold your shares, the more your vote counts in matters of company governance. So, in an election of new board members, long-term investors might get two votes, while latecomers get only one. Such an arrangement, Ries argues, helps founders with a big vision fend off mettlesome investors long enough for them to realize that vision.

The cautionary tale of Etsy, which started as a socially responsible online market for handmade crafts, illustrates how short-term pressures can kill off a high-minded company mission. Etsy raised $267 million in its April 2015 IPO, but when a hedge fund holding 2% of the company’s shares started recruiting other large shareholders to push for “strategic alternatives,” including a sale, the board was pressured into laying off 80 people — 8% of the workforce — and ousting the CEO. Projects long in the works were shuttered, and soon another 140 jobs were cut. Etsy’s “Values-Aligned Business” team, which ran social and environmental efforts, is no more, and the company is no longer a B Corp, a certification indicating a commitment to high social and environmental standards.

If Etsy had been publicly listed on the LTSE, the founding management group might have used “super-voting” powers to fend off the hedge-funders’ assault. But would that have been a good thing? Consider what happened at Etsy after the shakeup: Bad vibes notwithstanding, sales and revenue have risen year over year; Etsy’s market cap is up threefold. Would the status quo have done that?

It turns out that the very tools of short-termism that Ries rails against — activist investing and short selling (often deployed in combination) — serve a purpose. “Activist investors and short sellers each play an important role in our market ecosystem,” says Jesse Fried, a Harvard Law professor who focuses on corporate governance and security regulation. “The former exerts a disciplining effect on managers, and the latter improves price accuracy.” Take that away, critics argue, and you have a sloppy system where power resides disproportionately in the hands of founders and a select group of institutional investors who can afford to buy and hold, consolidating power so they can effectively ignore other shareholders as they pursue bad ideas.

That’s what worries the Council of Institutional Investors, a group representing long-term shareholders, which opposed the LTSE’s original application to register as an exchange, specifically objecting to “multiclass” shareholder voting. “The one-share, one-vote principle is a foundation of good corporate governance and essential to the equitable treatment of investors,” they wrote in a formal SEC comment letter. Further, they point out that rewarding “historical” shareholders isn’t the same thing as empowering investors with a long-term investment horizon; the structure simply penalizes all new investors, while giving power to long-term holders of any kind, including those who may be planning an imminent exit. (The CII later sent a letter of support for the LTSE’s proposed “Long-Term Policies” rules, published in July 2019, writing, “CII remains opposed to listing standards that permit [multi-class] stock structures,” but that the LTSE’s other long-term policies “are thoughtful, well-structured, and generally aligned with CII’s membership approved corporate governance policies.”)

Ries assures critics that still-undefined exchange rules will help address such concerns. “We allow the company to define the specific way that reward program works,” he says. “If you have dual-class ownership, when the founders have permanent super-voting control of the company, there has to be a way for long-term investors to join you eventually in that better class so that you have codetermination at the company. We need the founders to have a special role here, but we have to have a way to not just have people be emperor for life. ”

The LTSE won’t do anything to stop investors from selling shares when they want to. “We still believe in full liquidity,” Ries says. But only investors who “buy in” get to benefit from companies’ long-term “loyalty programs.” Investors must agree to disclose the beneficial shareholder of a stock in order to enjoy super-voting privileges and other programs. (One of the LTSE’s unique value propositions is automating the ability of companies to track their long-term investors, a technically challenging problem.) That’s a level of exposure not normally required of public-company shareholders, and it’s key to Ries’s vision.

“I spent a lot of time researching a way to implement LTSE without having to become a freaking national securities exchange,” he says. “Could we be just a Good Housekeeping Seal of Approval? Could we just be a pledge? Could we just be a club or a coalition or an index? But none of these had the two-sided teeth that a multi-sided market needs. We have to be able to regulate the behavior of corporations and investors at the same time, and they each have to be able to make binding pledges to take this seriously.”

Ries took his first steps to form a new stock exchange in August 2012, when he incorporated a company called LTSE Services, which launched its first product in 2015. Today, it’s a stand-alone business that provides about 65,000 companies with a suite of freemium software tools to help them implement best practices for everything from managing cap tables and predicting burn rate, to implementing diversity and inclusion plans, to mapping out the path to an IPO. It was a shrewd play on Ries’s part — as the regulatory process of getting the exchange approved took its slow course, the services platform not only generated some income, but started to build a pipeline of users that Ries hoped ultimately to convert into IPO customers. It was also an MVP — minimum viable product — for the exchange itself. “This exchange we are launching is not the first thing we ever built,” Ries says. “We [already] run the world’s largest platform for corporate governance for private companies.”

To help navigate what he calls “maybe the most regulated industry and the most regulated part of that industry,” Ries has recruited an all-star team of software engineers, Wall Streeters, and Beltway veterans. A key hire was Zoran Perkov, a Croatian American software engineer whose geek-celebrity status rivals Ries’s. Perkov has spent most of his career building electronic trading systems, as global head of operations at Nasdaq, and more recently, as the architect of the IEX Group’s Investors Exchange, the latest new stock exchange to launch in the U.S., in September 2016. IEX’s key innovation was its introduction of software “speed bumps,” intended to dampen the impact of high-speed “flash trading” on markets. His role in creating the trading platform also made Perkov a character in Michael Lewis’ book Flash Boys.

Perkov left IEX soon after its launch, in December 2016, and joined the LTSE, as VP of operations, in June 2017. Two years later, Perkov became CEO of LTSE’s exchange business, while Ries is CEO of the LTSE Group, an umbrella for the exchange and the software-services business, which operate independently. (In 2018, the LTSE proposed using IEX’s trading platform as the host for listing its companies, but the proposal was withdrawn a few months later.)

The two exchanges shared similar big ambitions, Perkov says, but while the IEX was created to service investors and traders primarily, “the LTSE is more of a multi-stakeholder engagement, involving employees, customers, and investors. That begs a different set of dynamics internally.” Designing “policies, procedures, and technology to protect the integrity of the system,” while staying inbounds of SEC regulations, was right in Perkov’s wheelhouse. “The bureaucracy, to me, is like a warm hug,” he says.

Perkov envisioned the LTSE as a “very simple market.” In contrast to exchanges that allow investors to place orders without publicly revealing their intentions until the trade is executed — creating “dark pools” in pricing that high-frequency traders can take advantage of — all trades on the LTSE are transparent. “Everyone with a view of the market can interpret the buyer’s intentions,” Perkov says. “The inputs match the outputs, so it’s a level playing field.” The LTSE will also be the first “cloud native” exchange, which helps reduce its operating costs.

In addition to Perkov and Greene, the LTSE’s current team of about 30 includes big players in government and banking like chief commercial officer Martin Alvarez, who brings over 20 years’ experience structuring equity deals at Piper Jaffray and Morgan Stanley; chief resilience officer Jean Rogers, who founded the nonprofit Sustainability Accounting Standards Board; and Carolyn Dee, the LTSE’s chief of staff, who comes from the White House Office of Management and Budget. “This is one of those ideas that has deep, deep resonance for the people who work in this system, who feel like they struggled with it and have the scars,” Ries says. “As I would speak it aloud, people were drawn to come work on it.”

On the other hand, says Ries, “This is the first time I’ve ever worked on a startup that is being actively opposed. It has real enemies.” Few of them are willing to name themselves publicly, which Ries says makes him feel like a conspiracy theorist for talking about it. He points to an early article about the LTSE that quotes an anonymous hedge fund manager saying that LTSE was “disgusting.” Says Ries: “I wore that as a badge of honor.”

Apart from hedge funds, the LTSE’s natural enemies include deep-pocketed incumbents — the big three exchange operators: Nasdaq, NYSE’s parent company Intercontinental Exchange, and Cboe Global Markets. And, he says, there’s “a cadre of people who make a fortune from the status quo in financial services. You’re always up against their intrinsic suspicion of anything that might disrupt their immense profits.”

Then again, the LTSE might not disrupt much at all. Indeed, there are indications that the American appetite for new stock exchanges is sated. The IEX, launched with much fanfare in 2016, offered bargain listing fees for companies but managed to sign up just one customer, Interactive Brokers, for its listing service. When that company jumped ship to Nasdaq last fall, IEX announced it would abandon its listing business and focus only on trading.

“I’m in favor of experimentation, innovation, and more competition — so I applaud those trying to make the LTSE work,” says Harvard’s Fried. “However, I have trouble seeing why the LTSE is necessary. R&D spending by public firms is at a record high in absolute terms and relative to revenues. Long-term investors have done and continue to do very well.” Plus, any governance arrangement required or permitted by the LTSE to promote long-termism could be voluntarily adopted by a firm going public on another exchange. “The current stock exchanges — along with U.S. securities and state corporate law — already give founders substantial freedom to tailor their firm’s governance arrangements,” says Fried. “The only limit to such tailoring is what investors will accept at the IPO, and this restriction will not be loosened by the existence of the LTSE.” The most likely scenario, he says, is that the LTSE will become a place where “Silicon Valley founders and VCs might want to list firms for marketing purposes, to benefit friends involved with the exchange, or for the relative convenience of dealing with a California-based institution.”

Like any good Bay Area founder, Ries — who lives in San Francisco’s Cole Valley neighborhood with his wife, Tara Mohr, an author and performance coach, and their two young kids — wants to make the world a better place. He and his major investors tout the exchange as a refuge for everyday investors, a level playing field where they might realize the kinds of gains that right now only well-connected private equity investors can typically access.

Ries points to the pension fund guys attending the investor coalition meetings. “They’re at no tech conferences,” he says. “They’re at zero roadshows. They can’t get into the good funds. You couldn’t design a public-policy regime that’s stacked more against them if you tried. But like, Texas Teachers, who would you rather be making money for?”

More significantly, through super-voting shares, these sober, responsible entities will get more influence over public-company ethics, he says. “Short term-ism has huge consequences for environmental sustainability, for inequality, for diversity for people,” Ries says. “Are we going to find a way to share the wealth with the public or not? As a technology industry, are we going to find a way, once again, to earn the public’s trust, or not? The world has mega problems and they’re obviously going to require entrepreneurship and innovation to be solved. How we strengthen and support those folks in our society is an urgent civic question.”

That said, Ries and his investors stand to profit handsomely if the LTSE takes off. “This is a for-profit company, and we expect to make venture-scale returns because exchanges are very powerful financial organizations,” Ries says.

Exchanges make money through trading fees, listing fees, and fees for data and tools used by traders. In 2018, Nasdaq’s net revenues were over $2.5 billion; NYSE’s were nearly $5 billion. Initial listing costs on the NYSE or Nasdaq start around $50,000 and can run into hundreds of thousands, depending on company size. Companies also pay an annual fee to maintain their listing. In January, the LTSE published its proposed listing fees, which start at $150,000 for initial listing with a minimum $150,000 annual fee. (The lower listing fees published by the other exchanges don’t include an array of opaque “add-ons” — application fees, marketing fees, fees for issuing new shares, etc. — that make the total cost comparable to the LTSE’s flat rate, says Goldstein.)

Unlike other exchanges, which charge a range of transaction fees on each trade (hidden to the average retail investor, who typically pays a rounded-up fee to a third-party broker), the LTSE won’t charge any. Exchange “members” — brokers and brokerage firms — just pay a $10,000 annual membership fee to conduct business on the exchange. Ries hopes this helps discourage pushy brokers from encouraging trades just to generate transaction fees. “The vast majority of retail investors are trading for their retirement,” Ries says. “We think we are truly aligned with the interests of these investors, not brokers trying to run up commissions.”

Many of the LTSE’s venture backers could also benefit from a new venue for their portfolio companies to go public. “Eventually, we want our money back,” says Wennmachers, from Andreessen Horowitz. “Having a third public option is compelling.”

Ries makes no apologies for doing capitalism. “We as a society made the decision to convert exchanges from nonprofits to for-profits,” he says. “I don’t know if that was a great choice, but we did.” LTSE’s backers share wide-ranging motives, he says: “No matter who you are, I guarantee you will have strong ideological disagreements with at least some of our investors. [But] for all of our disagreements, we share common concerns about the future direction of our country and of capital markets.” And they’re committed long-term — everyone’s shares vest over 10 years.

The LTSE says that about 20 companies have signed letters of intent to list on the exchange, but confidentiality agreements prohibit naming them. Two of the best-known businesses rumored to be considering listing on the LTSE are Airbnb and Stripe, but both declined to comment for this story. One founder who agreed to speak on record is Greg Piefer, the CEO and founder of Shine, a Wisconsin company working to produce nuclear isotopes for the medical industry. “A lot of what Eric is trying to do here really resonates with how I’d like our company to be,” he tells me, on a break from the investor coalition meeting in San Francisco. “We have a very long-term value proposition. I think we can really accelerate what we’re trying to do with increased access to capital, and I think the public markets are a great place to do that.”

But how many Piefers are out there? For all its promised benefits, the LTSE asks a lot from already frazzled founders. There’s none of that fun business of ringing the opening bell in the cloud. And there’s a very real risk that an IPO on the LTSE could be the proverbial tree falling in a forest. That’s why Ries has been playing up the dual listing option — LTSE-listed companies can also list on the NYSE or Nasdaq, benefiting from the broader exposure of an established exchange while also committing to the values of the LTSE.

Ries and his surrogates are carefully managing expectations. “It could be a while until we have a critical mass of listings,” he says. “We hope that by being in the room in all of these decision-making processes and influencing these companies, whether they list or not, we can start to see more companies who are taking a 21st-century approach. In the next year, you’ll start to see the impact of our work start to become evident.” Whether the LTSE becomes a legitimate rival to the big two exchanges, or as critics suggest, a sandbox for West Coast oligarchs, is ultimately up to the market to decide. It’s capitalism, after all.

This story is part of The New Rules of the IPO, a multi-part special report.

Source: LTSE: The Silicon Valley Stock Exchange Taking on the NYSE and Nasdaq | Marker

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