When a big company, particularly a media conglomerate, acquires a startup, the startup’s employees tend to lose all incentive to perform. They’ve made their money, and even if they get AOL stock, or Gannet stock, or IAC stock, their actions and the success of their individual unit probably won’t move the needle on the conglomerate’s overall value.
Startups are by nature designed to directly incentivize employees through equity. Owning IAC, Gannet or AOL equity isn’t quite as exciting. The phenomenon is often blamed for the demise of many a great brands within a larger organization.
SecondMarket has a plan to change that for media companies. The private company shares marketplace is in the process of launching a product that allows conglomerates to better incentivize the members of its subsidiaries. It’s essentially a private company stock exchange which makes each subsidiary within the parent company liquid.
The way it works is the parent company assigns a value to the property, which needs to report its profits and losses (at least internally) as a standalone entity. SecondMarket sets up an exchange where the parent company owns all of the stock. It can then give it away to employees or sell even it to them. The parent company keeps the voting stock and controls the parameters. Outsiders can’t trade, but accredited members of other segments within the company can. MapQuest employees could buy Huffington Post stock, for example.
It’s particularly attractive to media and advertising holding companies because they, unlike tech companies, dont always fully integrate their acquired properties within the larger organization. This is necessary to set up a stock market based on one property. SecondMarket is in discussions with a number of large media conglomerates to implement the program but the conglomerates are–unsurprisingly–moving slowly. The timeline for launching at any company is a way out, the company’s reps Jeremy Smith and Mark Murphy told me.
The product is a version of what asset manager PIMCO, part of a German life insurer Allianz secretly launched a year ago for its employees. Felix Salmon speculated at the time that Reddit was a candidate for the product as well:
SecondMarket has its eyes on companies like Pimco which are subsidiaries of larger companies but which still use their own equity as a recruitment and compensation tool. Reddit is one company which might try to price stock on SecondMarket, as a way of helping it attract talent and grow while still remaining a part of Conde Nast.
Conde Nast’s parent company Advance Publications isn’t public but I can imagine Reddit, which sold to Conde Nast in 2006 but spun itself out to parent co Advance Publications in 2011, would appreciate the available liquidity and upside to its own growth, valued clear and free of any flat performance from Conde Nast’s other old media publications.
SecondMarket reps explained that the media companies it’s in discussion with like the idea because it makes them more attractive acquirers to startups and new media companies that might see them as stodgy or stagnant. Plus, earnouts can be messy.