Managing Confidential Secondary Sales

Step-by-step framework

Begin with a documented intake that clearly states the parties, assets, and desired outcomes. Collect verified identity documents, beneficial ownership declarations, and any corporate approvals necessary for transfers. Define confidentiality boundaries in writing—who may see pricing and which advisors are permitted to receive redacted materials. Next, design settlement mechanics: escrow arrangements can be used to hold consideration pending confirmed transfer instructions, or custodian-based staged releases can be employed when the custodian supports conditional transfers. Coordinate with the custodian early to confirm transfer instructions, required forms, and whether a transfer agent or intermediary is needed. Draft subscription or transfer documents that specify price, transfer mechanics, and escrow conditions. For registered shares, confirm with transfer agents any stop-transfer or consent requirements. Track all approvals and document exchanges in an encrypted repository and establish a single source of truth for reconciliation after settlement.

Custody confirmations & reconciliation

Custodial confirmations are the core proof points that a transfer occurred. Obtain a pre-settlement confirmation from the custodian that they can accept conditional instructions and a post-settlement confirmation showing the new position and any relevant account reference numbers. Reconciliation should compare pre- and post-transfer positions, cash movements, and any fee or tax withholdings. Generate machine-readable reconciliation exports alongside human-readable confirmations to support accounting and audit processes. Ensure that the custodian's SLA and operational windows align with the escrow conditions and that settlement breaks are escalated with predefined timelines to resolve discrepancies quickly. Maintain a documented exception process to capture and remediate settlement variances, and keep stakeholders informed until confirmations are issued and reconciled.

Regulatory & governance considerations

Different jurisdictions impose varying requirements for transfers, including transfer agent consents, securities law notices, and tax reporting obligations. Engage legal counsel early to review whether the transaction triggers any transfer restrictions or filing obligations. Obtain necessary corporate approvals such as board consents or waivers, and confirm that insider or restricted-period rules do not impede transfer. Maintain an audit trail demonstrating that KYC and AML checks were performed and that beneficial ownership was properly recorded. For cross-border transactions, check foreign exchange and remittance rules and ensure custodians can support cross-border delivery-versus-payment where applicable. Proper governance reduces the risk of post-closing disputes and ensures the transaction remains auditable under internal and regulatory review.