From Equity Management To Liquidity: How Morgan Stanley At Work Is Supporting Top Law Firms [Sponsored]

Kevin Swan

Morgan Stanley at Work is a leading provider of workplace financial solutions in equity management, financial wellness, and retirement plans for many of the largest and fastest growing companies in the world. They’re also working with the top law firms behind these companies in the growing trend of supporting private market liquidity events and broader secondary market transactions.

We recently sat down with Kevin Swan, Co-Head of Global Private Markets at Morgan Stanley at Work, to discuss their latest offerings for law firms, how the Shareworks equity management platform is helping law firms better support liquidity events, the Open Cap Table Coalition, and more.

What is Morgan Stanley at Work?

Morgan Stanley at Work provides workplace solutions to help employees thrive across three verticals: equity solutions, financial wellness, and retirement plans. We bring in corporate solutions to empower companies in their management of these programs and, ultimately, to support their employees through their financial journeys.

With the Shareworks and Equity Edge platforms, Morgan Stanley at Work has two equity compensation platforms for public companies in addition to a retail brokerage experience, through E*TRADE, for their employees.

Through the Shareworks platform, we also provide innovative private companies cap table and equity compensation management, financial reporting and 409A valuation services. We also have a growing liquidity business built on issuer-led events, like tender offers and continuous liquidity programs. Since we launched, we’ve moved over $12 billion to employees and shareholders in private venture-backed companies. We also launched a private markets secondary trading desk to serve the needs of our clients, both individuals and investment firms.

What is unique about Shareworks? 

Shareworks is a cloud-based, multi-tenant platform that supports private and public companies around the globe. We are able to take a company’s equity compensation management from two people in a garage, through an IPO, to a market-leading global organization. Over the past few years, we have supported equity compensation through over 150 IPOs and are proud to have many of the largest companies in the world on the platform managing their equity compensation plans.

How are Morgan Stanley at Work and the Shareworks platform impacting the legal industry?

Law firms across the industry use Shareworks today, including many of the large players in the venture ecosystem. Ten years ago, the entire market for equity and cap table management was managed by law firms. There were three leading software providers that sold their products to law firms to manage the cap tables of their clients.

What’s changed in the last 10 years, driven by the growth of the private markets, is that many new vendors are selling software products directly to companies, and the issuers are now taking responsibility for managing their own cap table and equity compensation plans. Larger late-stage private companies are building their own internal equity administration teams instead of having a law firm do the work. But in either case, whether it’s a law firm or the company doing it, there’s an underlying equity management platform at the center. The use of spreadsheets is going away as the data gets complex and it is hard to keep a true source of record with multiple versions of a spreadsheet being passed around.

How is Morgan Stanley at Work supporting law firms? 

Law firms are less frequently licensing software to do this work themselves. Some law firms still license Shareworks, but other providers won’t license to law firms and will only license to the issuer. In those cases, the law firms get disintermediated between the software vendor and the client, which can cause a lot of grief for law firms. 

The way we’re working together is different. We’re not trying to disintermediate the law firm from the client, but instead we’re working relationship with the law firm in terms of having access to the platform and being able to serve their clients. One of the more recent partnerships we’ve done is with Wilson Sonsini, where we went a step further and built an Application Programming Interface (API) that they have integrated into their own internal platform. Law firms are beginning to adopt systems, or building proprietary systems, to manage clients and offer digital solutions for things such as incorporation and government filings. By having an API and working with law firms, we can remove friction and a lot of the manual workflow involved in moving data between an internal system and Shareworks. It also reduces the chance of errors occurring.

There’s a growing trend of supporting liquidity events in the broader secondary markets. Why is Morgan Stanley at Work uniquely positioned in that area?

This opportunity is very much an emerging market. Private companies are getting larger, they’re staying private longer, and there’s demand for liquidity which, in lieu of going public, private companies are having to figure out how to manage. Private companies are starting to adopt mechanisms to essentially open the release valve on this liquidity issue. Generally, the way that’s happening today is through issuer-led liquidity events. The majority of these are in the form of a tender offer, but there are other solutions used as well. 

If you do a tender offer with a third-party provider or without a technology solution, it’s an incredibly manual, expensive process where you have to migrate all the data out of the equity management system and upload it into a third-party system before you onboard all your employees and shareholders into that system. Once you execute the tender offer, you then need to bring all the data back into your equity management system. It can be an incredibly labor-intensive, error-prone and creates a poor experience for employees and shareholders.

The reason we’re uniquely positioned to help is we have all the underlying equity data on our platform, in addition to the employees and shareholders. They all have our Shareworks app in their pocket or access it through the web. Everything is done seamlessly, and the equity records are automatically updated. There’s no moving data in and out of the system and your shareholders get a great experience, because it all just happens within the application that they’re already familiar with.

For a lot of people in these companies, this is the first time they’re receiving any kind of wealth or liquidity. We offer everything from education to one-on-one advisory on the financial solutions and services that can set employees up for success. The core Morgan Stanley at Work offering is a benefit the issuer can extend to their employees, no differently than healthcare benefits. Our thesis is that we’re moving into a world where financial wellness, financial education, and financial solutions are going to be expected by all employees. 

What is the Open Cap Table Coalition?

Morgan Stanley at Work is one of the founding members of the Open Cap Table Coalition. It was founded on three core premises, but the main one is the idea that a company’s equity data is its own and it should be able to do what it needs to do with that data. The challenge the industry has run into is that cap table data can be siloed in proprietary systems. This can cause a lot of challenges for issuers in being able to use their cap table data for different services and providers. 

Much of the momentum behind the Open Cap Table Coalition has been from law firms because it becomes very difficult and costly for them to serve their clients if they can’t get access to the equity data. The idea behind the Open Cap Table Coalition is to create a standardized format so anyone who needs to access or holds equity data has a common file format to transfer that data and easily move cap table data between different systems or service providers.

Is this a unique initiative in the industry?

There hasn’t been anything like this before. It’s not common for competitors across multiple industries to come together and work on an open-source solution like this. It’s the democratization of equity data and we believe it will lead to innovation, efficiencies and allow the private markets to continue to scale. It’s the classic open versus closed ecosystem analogy that, in technology markets, has continued to prove itself out. Ultimately, it is the company that is going to benefit, and we believe that is what we need to focus on.

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Equity Edge Online employee stock plan solutions are offered by E*TRADE Financial Corporate Services, Inc. which are part of Morgan Stanley at Work.

Securities products and services are offered by E*TRADE Securities LLC, Member SIPC.

In connection with stock plan solutions offered by Morgan Stanley at Work, E*TRADE Securities LLC and Morgan Stanley Smith Barney LLC provide brokerage services to stock plan participants.

E*TRADE Financial Corporate Services, Inc. and E*TRADE Securities LLC are separate but affiliated subsidiaries of Morgan Stanley.

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