Carta is one of the venture capital ecosystem's most critical companies, managing and safeguarding cap table information for around 40,000 startups.

• Now its credibility is under fire, as is an aspirational business model that helped the San Francisco-based company secure a $7.4 billion valuation from firms like Silver Lake.
• Carta is sticky, but not immune to displacement.

Driving the news: Karri Saarinen, CEO of a VC-backed software startup called Linear, disclosed via social media that a Carta salesperson had contacted an angel investor in his company, telling them that Carta had a "firm buy order" for the angel's shares in Linear.

• According to Saarinen, this angel investor is a family member who's never been publicly disclosed and who's "hardly online."
• Moreover, Linear had never been asked to approve for such a secondary sale, which it legally would be required to do, and a VC source says that both Linear and its major investors would have had a right of first refusal.
• In short, someone on Carta's "liquidity solutions" team had accessed Linear's confidential cap table data; leveraging the core product as lead gen for a more lucrative effort. It was a massive ethical breach, no matter how different lawyers might interpret Carta's privacy policy.
• One VC told me it was akin to "Oracle using your database to share supply-chain data or Salesforce using your CRM data to inquire about the state of your sales leads."

Fallout: Carta CEO Henry Ward's initial response was to both apologize and publicly chastise Saarinen for publicizing the incident, rather than handling it privately.

• In the morning, Ward is said to have spoken with several Carta board members, although there was no formal board meeting. He told them that a single employee had improperly accessed cap table data for Linear and two other companies, and that the employee had been placed on administrative leave.
• Last night, Ward published a Medium post in which he implied this was an isolated incident and that Carta tracks and audits access to cap table data. He didn't say if a wider investigation was being launched, using such tracking capabilities, but a source says such a probe is indeed underway.
• Ward and Carta spokespeople have ignored repeated interview requests from Axios.

The big picture: The last time my inbox was this busy on a Sunday was when SVB went under; filled with founders and investors suspecting that Carta has played fast and loose with cap table data that startups consider to be sacrosanct.

• Saarinen himself now claims that he has screenshots from seven other Linear investors who'd received similar pitches from Carta salespeople, and had heard from 10 other companies with similar experiences.

The bottom line: What happens next is binary, but ultimately leads to one place.

• One possibility is that Carta can indeed prove that just one rogue employee bypassed internal security systems, and that all the rest is just unfounded scuttlebutt. The other is that this was systemic, which among other things would endanger Ward's job — either he knew (which would be very bad) or he didn't know (which also would be very bad).
• Either way, it's becoming clear that being both the database and market creates at least the appearance of conflict. Ward himself even acknowledges that the latter offering might need to be reevaluated; even though it's the prospect of marketplace lucre that helped drive up Carta's valuation.

Berkshire Hathaway and the Haslam family have settled their dispute over a 20% stake in truck stop chain Pilot Travel Centers, on the eve of trial.

Why it's the BFD: We won't get verdicts on lawsuits that pitted the Oracle of Omaha against the owner of the Cleveland Browns, but this does likely mean that Berkshire will end up with all of PTC.

• Jimmy Haslam had been expected to testify, but Berkshire's star witness was to be vice chairman Greg Able, not Warren Buffett.
• PTC is one of America's largest private companies, with around 30,000 employees.

Backstory: The Haslams accused Berkshire of changing accounting terms that would set the price of a put option on the 20% stake of PTC that Berkshire didn't already own, thus reducing it by around $1.28 billion.

• Berkshire countersued, accusing the Haslams of trying to bribe PTC executives to artificially inflate earnings.

The bottom line: Bloomberg suggests that the Haslams may get the full amount they wanted out of Berkshire for PTC, but that would be cold comfort if it's followed by a federal prosecution for bribery.

• Patchworks, a British e-commerce integration platform, raised £2m led by Gresham House Ventures. https://axios.link/48ED2Wx

• Cleva, a Nigerian banking platform that lets users open USD accounts to enable international payments, raised $1.5m in pre-seed funding. 1984 Ventures led, and was joined by The Raba Partnership, Byld Ventures, and FirstCheck Africa. https://axios.link/3NT0t5U

🚑OrbiMed invested in Nanotronics, a New York-based industrial AI company focused on quality control and precision manufacturing for health care and biotech. www.nanotronics.com

• Bain Capital's efforts to buy Swiss cloud software firm SoftwareOne (Swiss: SWON) have stalled over price, despite making a sweetened offer of around $3.5b, per Bloomberg. https://axios.link/3HfSdsM

• CVC Capital Partners is in talks to buy Italian restaurant chain Gruppo La Piadineria from Permira for over €300m, per Il Sole 24 Ore. https://axios.link/3vvE6gI

• Rocscience, a Toronto-based provider of geotechnical software, secured growth funding from TA Associates. www.rocsciencee.com

• The 2024 IPO market is expected to kick off this week with Smith Douglas Homes, a Woodstock, Ga.-based homebuilder that's seeking to raise around $150m at a $1b fully diluted valuation. https://axios.link/3RPWqZp

🚑 ArriVent Biopharma, a Newtown Square, Pa.-based developer of a mutant-specific EGFR kinase inhibitor, filed for a $100m IPO. It plans to list on the Nasdaq (AVBP) and raised over $300m from backers like Hillhouse Capital (17.6% pre-IPO stake), OrbiMed (11.6%), Lilly Ventures Asia (8.8%), Octagon Capital (7.8%), Sirona Capital (7.8%), Sofinnova Investments (5.6%), and General Catalyst. https://axios.link/3NPxMa8

• Douglas, a German perfume retailer owned by CVC Capital Partners, is prepping a March IPO in Frankfurt, per Reuters. https://axios.link/47malfv

🚑 Metagenomi, an Emeryville, Calif.-based gene editing startup, filed for a $100m IPO. It plans to list on the Nasdaq (MGX) and raised around $390m in VC funding from PFM Health Sciences, Farallon Capital Management, Moderna, Eventide Asset Management, Deep Track Capital, Frazier Life Sciences, Pura Vida Investments, Irving Investors, Millennium Management, Surveyor Capital, Marshall Wace, Novo Holdings, Bristol Myers Squibb, RA Capital Management, Bayer and Humboldt Fund. https://axios.link/3RLTKvP

• Tiendas 3B, a Mexican discount retailer, picked JPMorgan, Morgan Stanley, and BofA to lead a first-half IPO, per Bloomberg. Backers include Quilvest Capital Partners. https://axios.link/41ScjTq

• SentinelOne (NYSE: S) agreed to acquire PingSafe, an Indian cloud security company seeded by Peak XV, for a reported $100m. https://axios.link/3vtmd21

• YouGov (LSE: YOU) acquired KnowledgeHound, a Chicago-based data analytics and visualization startup that had raised over $4m from Bridge Investments, Seyen Capital, and Breakpoint Ventures. https://axios.link/4aM3wXq

• Audacy, the Philadelphia-based radio and podcast company formerly known as Entercom, filed for Chapter 11 bankruptcy protection, including a prepackaged debt restructuring. https://axios.link/3HcCRW0

⚡ Chesapeake Energy (Nasdaq: CHK) is in advanced talks to buy Southwestern Energy (NYSE: SWN) for nearly $17 billion, per Reuters. Here's the BFD flashback.

🚑 Merck (NYSE: MRK) agreed to buy SF-based cancer drugmaker Harpoon Therapeutics (Nasdaq: HARP) for $680m in cash, or $23 per share (118% premium to Friday's closing price). https://axios.link/3ROh8ZA

• Meiji Yasuda Life Insurance of Japan said it plans to invest around $4.2b in domestic and foreign private assets over the next three years, including private equity and credit. https://axios.link/3NTmQbk

• Thrive Capital, the New York-based VC firm led by Joshua Kushner, plans to target $3b for its next fund, per the FT. https://axios.link/48m77Kj

• Venrock raised $650m for its 10th flagship VC fund. https://axios.link/3vssz1H

• Coatue Management is shutting its London office, with general partner Sarah Cannon leaving the firm, per Bloomberg. https://axios.link/3TVnA3x

🚑 Jeff Jonas and Al Robichaud joined Cure Ventures as partners. They previously were CEO and chief scientific officer, respectively, at Sage Therapeutics. www.curevc.com

• Barbara Massa joined NightDragon, a cybersecurity-focused VC firm, as a partner and COO. She previously was EVP and chief of biz ops for Mandiant (acquired by Google). www.nightdragon.com

• Garrett Walls, former global head of IR for Angelo Gordon, joined Bridge Growth Partners as a senior advisor. www.bridgegrowthpartners.com

• O2 Investment Partners promoted Sean Darin to principal. www.o2investment.com

🚑 Stanley Capital Partners promoted Rodolphe Louvet to principal. www.stanley-capital.com

Americans got an actual pay raise last month, after accounting for inflation, Axios' Matt Phillips writes.

By the numbers: Average hourly earnings of private sector employees rose at an annual rate of 4.1% in December, according to Friday's job report, roughly one percentage point above the 3.1% annual rise inflation that month.

Yes, but: From April 2021 to June 2023 — more than two years — inflation was significantly higher than earnings, meaning that workers' standards of living fell sharply.