Alexandra Hoffman Nakagawa , JD

Alexandra advises individual employee sellers on tender offers and secondary market transactions. Her clients are mostly engineers and middle managers at companies that run a company-sponsored tender every 12 to 18 months, plus a smaller set of holders negotiating direct secondary sales to growth-stage funds. She reads the tender documents the rest of her clients skim past, paying particular attention to the ROFR waiver language, the representations around 409A valuation, and any indemnification carve-outs that survive the close.

She gets called most often about undisclosed transfer restrictions. A Series E employee has a standing offer at $34 per share from a secondary broker on 20,000 shares held for six years. The offer looks clean until Alexandra pulls the stock plan and notices a blanket transfer restriction that requires company consent, plus a company ROFR triggered at any price above the most recent 409A. The client can sell but only after a 30-day ROFR period during which the company can match and buy the shares itself at the offered price, usually from its own balance sheet. She has seen companies match roughly a third of the time when the offered price exceeds the last 409A by more than 20%.

She reviews content on tender-offer mechanics, ROFR rights, and the difference between company-sanctioned and gray-market secondaries.