Carta vs Forge for a Studio Whose Equity Doesn't Travel With a License

A studio organized around several client-specific production LLCs, one per major licensing relationship, doesn't look like the reasonably standard, single-entity cap table that Carta Liquidity assumes: option grants, common shares, one tender offer across one entity. If your structure is more fragmented than that, the first job is consolidating the picture of who owns what across entities before any tool matters.

No, and not because the studio isn't valuable: Forge's outside buyer network exists for companies its accredited and institutional buyers already track, which in practice means recognizable venture-backed technology names. A production studio's value is also unusually hard for an outside buyer to assess without deep knowledge of the specific licensing relationships involved, which is exactly the kind of diligence a marketplace transaction doesn't support well.

Read every active licensing and production agreement for key-person or change-of-control language before pricing a producing partner's buyout. It's common for these contracts to give the counterparty a right to renegotiate, or in some cases terminate, if there's a significant change in who owns or controls the studio, especially if a specific producer was named as central to the deal. If that clause exists on your biggest contract, the buyout price should reflect the real risk that the deal doesn't survive the ownership change.

Neither, really, as a starting point: consolidate the cap table picture across entities, confirm which licensing deals survive a change in ownership and which don't, and only then decide whether Carta's tender offer mechanics are worth using to formalize a buyback the company itself is funding. Use a royalty-backed note paid from ongoing licensing receipts if cash is the constraint, so the departing partner's payout tracks the same revenue their relationships helped create.

Go through every active production and licensing agreement individually, not as a portfolio, and flag which ones name the producing partner specifically as key personnel, which ones have change-of-control language, and which ones are silent on ownership entirely. A studio's real, transferable value is the subset of contracts that survive an ownership change cleanly; price the buyout against that subset, and treat the rest as separate deals to be renegotiated or wound down on their own terms.

Flag these items in every active production and licensing agreement:

• Which agreements name the producing partner specifically as key personnel, so their departure could trigger a right to renegotiate.
• Which agreements contain change-of-control language that lets the other side renegotiate or exit.
• Which deals would survive a change in ownership, since a deal that would not should lower the price.
• Whether the departing producing partner can warrant, to their knowledge, which agreements include those triggers.

Start with the contract-by-contract review above, which typically takes two to three weeks with counsel. Use that review to set price, then negotiate whether the departing producer stays attached to specific deals through delivery, which is often necessary to preserve those contracts' value regardless of the ownership change. Only after both the contract questions and price are settled does it make sense to formalize the mechanics, through Carta if the consolidated entity structure supports it, or through a direct agreement if it doesn't.

The most common mistake is pricing the whole studio's equity as one number without separating the value of contracts that survive the ownership change from ones that don't. Say two of five active licensing deals include change-of-control language that gives the counterparty an exit right, and those two deals represent a large share of current revenue; pricing the buyout as if all five deals are equally secure overstates what's actually being purchased.

Price against the contracts that demonstrably survive, and treat the at-risk deals as a separate, contingent conversation with the departing partner rather than folding them into the headline number. One workable structure pays a base price against the secure contracts at closing, with an additional payment triggered only if the at-risk deals are successfully renewed or extended past their current change-of-control exposure window, so the departing partner still has upside if those relationships hold, without the buyer overpaying up front for value that may not materialize.

Negotiate a warranty from the departing producing partner confirming, to their knowledge, which licensing agreements include change-of-control or key-person triggers, since they likely have the most direct knowledge of how each relationship was actually built. Pair that with an indemnity covering losses if a specific named contract terminates within a defined window after closing due to the ownership change, which gives the buyer real protection against the concentration risk this kind of studio carries.

Also put a clear post-closing involvement clause in writing: exactly which projects, if any, the departing partner will stay attached to through delivery, on what compensation basis, and for how long. Vague verbal understandings about 'staying involved informally' are a common source of disputes once the actual demands of finishing a project collide with someone who's already been paid out.