The evolution of VC disclosure

May 12, 2011, 5:35 PM UTC

Venture capitalists once fought to keep portfolio company data secret. Not anymore.

“If you disclose the underlying financials of still-private, VC-backed companies, you will destroy them.”

That’s what a venture capitalist told me in 2002, amidst debate over whether or not public pension systems should disclose fund-specific performance data for their VC and PE investments. No one was actually advocating for portfolio-level disclosure at the time, but the “slippery slope” argument was regularly employed by VCs who were terrified of recessionary returns being publicized (i.e., portfolio company wellbeing used as cover for investor embarrassment).

Fast forward nine years, and it appears that underlying portfolio disclosure is coming. It will be limited. And it will be voluntary.

Here’s what I mean: VC consensus now is that company founders not only deserve partial liquidity pre-exit, but also that it is beneficial for the company (easier to concentrate on work when you’re not worrying about car payments). Not applicable to all companies, of course, but for revenue-generating companies that have been around for a while.

The problem, however, is that the vast majority of these companies have a very difficult time tapping the hyped-up secondary markets – which are dominated by consumer-facing companies that retail buyers can “play” with. It’s one thing to buy Facebook shares without knowing the financials, but it’s quite another to buy a privately-held maker of catheters or HR management software.

To be sure, retail investors are not required for incremental liquidity. You could get some via a new funding round that also includes some cash-out provisions (done years ago by Webroot, and more recently by 39desgins, Groupon, etc.), or via the “traditional” secondaries market (Saints Capital, Millennium, W Capital, Industry Ventures, etc.). Both of those options, however, are likely to include some sort of dilution for existing investors.

The real goal is to access those retail investors, and the best way to do it is by disclosing certain pieces of financial information via a platform like SecondMarket. And, from speaking to VCs out here inSilicon Valley, that’s exactly what’s about to begin happening.

“There are obviously competitive advantages of keeping all of your financial information private, but there now are competitive advantages of letting some of it loose in order to help out founders and company employees,” one VC told me yesterday.

To be sure, this isn’t the same as publishing underlying financials on a public pension website where anyone can view it. Prospective investors would indicate basic interest, and companies can pick and choose with whom to share data. The reality, however, is that the best way to attract that interest in the first place is to let a few to-line numbers out behind the firewall. And, given the relative dearth of retail interest beyond consumer-facing companies, it’s unlikely that companies will be too restrictive on who they hand keys out to.

Again, this isn’t total transparency. But it also isn’t corporate suicide.