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Startup SecondMarket Gets Lobbying Win in Gridlocked Congress

SecondMarket Sheds Washington Novice Status to Push Bills
“We identified a need to create essentially a spring training to enable companies to get to the point where they could go public,” Barry Silbert said. Photo: Francis Specker/Bloomberg

A seven-year-old firm with a 35-year old chief executive and tiny Washington budget has helped pull off a lobbying victory that’s eluded most of the largest players on Capitol Hill: passing legislation with a bipartisan vote.

SecondMarket Inc., the New-York-based private shares marketplace that has risen to prominence through transactions with Facebook Inc. and Twitter Inc., was at the vanguard of an effort that last week resulted in House passage of a package of bills aimed at easing rules for closely held firms.

Even though partisan divides have nearly shut down the federal government several times in the past year, the House passed four measures to ease rules on closely held firms with more than 400 votes from the chamber’s 434 members. That was an achievement for a company that didn’t have a registered lobbyist a year ago and spent 15 times less through the third quarter than Wells Fargo & Co. spent in the third quarter alone.

“We’ve never done this before and we didn’t really know what we were doing, but what we found is that there really was genuine interest in these issues,” Mark Murphy, the company’s head of public and government affairs, said in an interview.

SecondMarket, which started its platform for trading private shares in 2009 and is on pace for $600 million in transactions this year, used a message with bipartisan appeal -- providing capital for small businesses and easing outdated regulations -- to press its agenda.

Along the way, the company and its CEO, Barry Silbert, provided a face for the campaign to ease Securities and Exchange Commission rules, exemplifying the kind of small, innovative businesses both Democrats and Republicans admire.

Small Businesses

The bills “all focus on small business and there are small businesses in everybody’s district,” Representative Kevin McCarthy, a California Republican and the third-ranked member in the House, said in an interview.

While the Senate has yet to take up any of the measures, Senate Minority Leader Mitch McConnell, a Kentucky Republican, yesterday asked Democrats to consider one of the four bills. Senators have also introduced companion measures to two of House-passed bills.

SecondMarket’s top priority is a measure that would expand to 1,000 the number of shareholders allowed in a closely held company, and it showcases the company’s efforts to win bipartisan support. The measure was approved unanimously last month by the House Financial Services Committee and currently has 27 co-sponsors whose party affiliation is split almost evenly -- 14 Democrats and 13 Republicans.

Senate Version

Senators Tom Carper, a Delaware Democrat, and Pat Toomey, a Pennsylvania Republican, introduced a similar measure yesterday that would bump the number of shareholders to 2,000.

SecondMarket’s foray into politics and policy began in February when it retained Richard Roberts, a former member of the Securities and Exchange Commission and senior staffer to Senator Richard Shelby of Alabama, the top Republican on the Senate Banking Committee. Silbert told Murphy they would give it 90 days and then figure out if they wanted to do more. They did, eventually hiring a second firm as well.

Still, the $130,000 the company has spent on lobbying so far this year pales in comparison to the largest financial firms. Wells Fargo spent $1.97 million in the third quarter alone and NYSE Euronext, the international stock exchange that has also is registered to lobby on market structure legislation, has spent $1.5 million this year, according to federal filings.

Shoe Leather

What SecondMarket lacks in financial firepower it has made up for with shoe-leather work on Capitol Hill. That included dozens of meetings with congressional staff, Silbert’s willingness to testify on Capitol Hill and crafting a message designed to appeal to both parties, said Israel Klein, a principal at Podesta Group, the second lobbying firm that registered SecondMarket as a client in July.

“There aren’t any short cuts to being successful in Washington -- it takes a lot of hard work, time, a good story and a smart solution,” said Klein, a former senior Democratic Senate aide. “SecondMarket has done all of the above.”

Started by Silbert in 2004, the company didn’t move into the unregistered shares market until it was approached by a former Facebook employee in 2008. The company, which also serves as a marketplace for illiquid assets like auction rate securities, unregistered securities in public companies and mortgage backed securities, officially launched its private shares market in April of the next year.


“We identified a need to create essentially a spring training to enable companies to get the point where they could go public,” Silbert told lawmakers during a May hearing of the House Oversight and Government Reform Committee.

Murphy said the measures they are pushing for, should they become law, are likely to create more competition in the market for unregistered shares. San Bruno, California-based SharesPost Inc., San Mateo, California-based Xpert Financial Inc. and New York-based Gate Technologies LLC are all firms that have entered the market in recent years.

“You’ve already seen several people getting into this space and I think that will continue once people see that companies will have more flexibility to grow privately,” said Murphy.

Investor Protections

Even though SecondMarket won its case in the House, it has more convincing to do. Federal and state regulators have voiced concerns over whether the proposed changes may give companies too much flexibility -- and investors not enough protections. Meredith Cross, director of the SEC’s division of corporation finance, has said in congressional testimony that investor protection remains a concern with the easing of a ban on firms soliciting investors for funds.

State securities regulators have also registered concerns with lawmakers about expanding markets with limited federal oversight to investors who may not have the expertise or proper information to make informed decisions.

The bipartisan support in the House and the introduction of bipartisan legislation in the Senate has moved the company closer to its policy goals. The next stage is Senate passage and a signature by the president.

“Our feeling and our hope is that this is about job creation at a time when a lot of people are talking about ways to create jobs,” Murphy said.

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