Fireside with a VC
Fireside with a VC
Andrew Romans
E130: VC Secondaries — ROFRs, SPVs, Fees, and How Not to Get Blocked
29 minutes Posted Feb 24, 2026 at 4:46 am.
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In this episode of Fireside with a VC, Andrew Romans explains how VC secondaries really work in large private companies — and how buyers and sellers can avoid common mistakes.

We cover:

· Secondaries vs. primaries

· Stock transfer permissions and why deals get blocked

· ROFRs and the ROFR price

· Direct to cap table vs. layered SPV structures

· How to calculate the all-in cost (with or without carry)

· Fake brokers, daisy chains, and wasted time

· Liquidity post-investment

This episode draws on 20 years of experience, 70 SPVs, and five pooled VC funds.

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