Cap Table Liquidity & Private Secondary Markets3 min readUpdated September 2026

A Worksheet For Picking Carta Or Forge At A Consultancy

Management and strategy consulting firms that have moved beyond the traditional partnership model, taking on outside growth capital or issuing equity to non-partner staff, eventually need to answer the same question a venture-backed company does. Build the answer with this short worksheet rather than guessing.

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Row One: Who Holds Equity Outside The Partner Group

List every non-partner equity or profit-interest holder and how their grant differs from a traditional partnership stake. A consultancy that issued options to associates and principals as a retention tool during a growth phase has a very different situation than one whose only equity holders are voting partners.

Row Two: What Would Trigger A Request

Write down the actual event driving the conversation: an associate nearing an option expiration, a founding partner wanting partial liquidity ahead of retirement, or a growth equity investor wanting to buy out an early stakeholder. Each answer points toward a different platform, and writing it down forces the leadership group to agree on the actual problem before anyone starts negotiating a solution to it.

Row Three: Confidentiality Of Client Relationships

Consulting firms live on client trust, and an outside buyer's diligence process inevitably touches client lists, engagement economics and win rates. Score how sensitive that information is on a simple scale; a firm doing confidential restructuring or M&A advisory work usually scores higher here than one doing broader strategy work, and a higher score pushes toward Carta's internal process. Ask each client-facing partner to weigh in on this score individually rather than estimating it from the top, since the partner closest to a sensitive engagement usually has a sharper read on what a competitor or client would object to seeing than the CFO does.

Row Four: Internal Funding Capacity

Estimate what the firm or its existing investors could actually fund without disrupting partner distributions or working capital. Professional services firms often run leaner balance sheets than venture-backed product companies, so this number is frequently smaller than founders expect, which is worth knowing before promising a number to a departing partner. Run this estimate past the managing partner responsible for cash flow planning, not just the person leading the liquidity conversation, since the two roles do not always agree on what the firm can actually spare.

Scoring The Worksheet

High confidentiality sensitivity plus adequate internal funding points to Carta. Low confidentiality sensitivity, or a funding gap the firm cannot close on its own, points to Forge. A worksheet that comes back mixed, meaning meaningful confidentiality concerns but insufficient internal funding, is the hardest case, and usually means either scaling back the transaction size or investing extra legal effort to structure Forge's diligence access narrowly enough to protect what matters most.

How to read the worksheet result:

  • High confidentiality sensitivity combined with adequate internal funding points toward running the program on Carta.
  • Low confidentiality sensitivity, or a funding gap the firm cannot close on its own, points toward Forge.
  • A mixed result, meaningful confidentiality concerns with insufficient funding, is the hardest case and deserves a real conversation with the partner group or board.
  • Rerun the worksheet before each liquidity conversation, since client mix and funding position shift over time.

What To Do With A Mixed Result

Bring the worksheet to the partner group or board as a starting point for a real conversation rather than a mechanical answer, and let your AI CFO help model the funding-gap scenarios so the discussion centers on real numbers rather than a vague sense of what feels fair. In the end, this platform choice is not that different from a fee proposal: the right answer depends on scope, timeline and what the client, in this case your own partners and staff, actually needs.

A Short Example From A Growth-Stage Firm

Say a forty-person strategy consultancy took a growth equity investment three years ago and issued options to eight principals as part of that deal. Two principals are now approaching their option expiration, and the worksheet comes back showing moderate confidentiality sensitivity, since the firm's work is broad corporate strategy rather than confidential M&A, and adequate internal funding from the sponsor's committed reserve. The firm runs a Carta tender funded by the sponsor, closes it in under six weeks, and uses the process as a template for the next cohort of principals two years out.

Revisit The Worksheet Every Few Years

A consultancy's client mix and funding position both shift over time, sometimes significantly after a major engagement win or loss, so treat this worksheet as something to rerun before each liquidity conversation rather than a one-time exercise. A firm that scored low on confidentiality sensitivity three years ago because its work was mostly operational strategy may score very differently today if it has since built a large restructuring or transaction advisory practice. Keep the completed worksheet on file alongside the transaction documents themselves, since the next partner group to face this decision will want to see how the firm reasoned through it the first time rather than starting from a blank page.

Compare a broader marketplace option.

Executive Capability Standard

What Good Looks Like

A consulting firm manages this well when a partner or senior associate can request liquidity through a documented process that protects client confidentiality by design, not by accident.

Building The Capability (5-Stage Skill Ladder)

1. Learn:Read the partnership agreement or equity plan's transfer provisions so everyone knows what consent a liquidity event actually needs.
2. Do Manually:Fill out a confidentiality-versus-funding worksheet before naming a platform to anyone outside the leadership group.
3. Delegate:Put a managing partner and outside counsel jointly in charge of any transaction involving non-partner equity holders.
4. Automate:Use Carta to document eligibility and settlement for an internally funded, confidentiality-sensitive program.
5. Buy:Bring in Forge's buyer network only once internal funding cannot close the gap and client sensitivity has been scored as manageable.

How to Get Started

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Frequently Asked Questions

Do consulting firms typically use formal equity plans at all?

Increasingly yes, especially firms that took outside growth capital or wanted to retain non-partner senior staff with something beyond salary and bonus, though the traditional partner buy-in and buyout model still dominates smaller and mid-sized firms.

How does a partner buyout differ from an employee tender offer?

A partner buyout is usually a negotiated, individually priced transaction under the partnership agreement's own terms. A tender offer is a structured, company-wide event open to a defined group of equity holders at one price. That is why the two are rarely run through the same process.

Is client list exposure really a serious concern for institutional buyers?

It can be, especially for firms doing sensitive work like restructuring or confidential M&A advisory, which is why scoring confidentiality sensitivity honestly before choosing a platform matters more here than at many other kinds of companies.

About the numbers

This guide doesn't quote a sourced benchmark. Figures in it are estimates or general guidance, so check them against your own numbers.

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