Carta vs Forge When A Marketing Agency Sells Equity

The agency had four founding partners, twelve senior staff holding profit-interest units from a five-year-old equity plan, and no outside institutional investors yet. Two senior staff members, both account directors who had built the agency's two largest client relationships, were approaching a liquidity event tied to their original grant terms. The partners had never run a liquidity program before and started the process assuming Forge, simply because it was the platform they had heard more about.

When the CFO researched Forge's typical buyer base for agency-sector secondaries, several were holding companies with existing stakes in competing agencies, which raised an immediate concern: even limited diligence access could put client-specific account economics in front of an indirect competitor. That risk outweighed the appeal of a broader, more liquid buyer pool for this particular transaction.

The partners instead ran a Carta-administered tender funded entirely from company cash and a modest capital contribution from one of the four founders, capped at a level that gave both account directors meaningful liquidity without requiring outside capital at all. The transaction never left the existing shareholder group, and no client-specific data left the building. The whole process, from board approval to settlement, took about five weeks once the partners agreed on the structure.

The tradeoff was real: a Forge-sourced institutional buyer might have paid a higher price than the agency's own treasury could offer, and the two account directors received less than they might have gotten from an open market. Both understood the tradeoff going in, since the agency's leadership explained the competitive-conflict concern directly rather than letting the smaller number speak for itself. The partners also documented the reasoning in the board minutes, so a future account director asking the same question would see the logic rather than just the outcome.

The partners agreed that if the agency later takes on a growth equity investor with no competing agency stakes in its own portfolio, and that investor specifically wants to source additional co-investors, Forge could work for a subsequent, larger transaction where the buyer's identity and portfolio are known and vetted in advance rather than sourced from an open pool. They set that as an explicit condition for revisiting the platform choice, rather than leaving it as a vague someday plan nobody owned.

Any agency considering Forge should ask a version of the same question before opening a data room: who is actually likely to buy, and do any of them have a stake in a competing shop. Bring that question to your AI CMO or AI CFO for a quick sense check against your own client roster before assuming an institutional marketplace is automatically the more sophisticated choice; for an agency, it is not always the safer one.

Questions to ask before opening a data room to outside buyers:

• Who is actually likely to buy, and do any of them hold a stake in a competing agency?
• Could even limited diligence put client-specific account economics in front of an indirect competitor?
• Can the buyer pool be reviewed or restricted, and is that answer confirmed in writing?
• Would a growth equity investor's other agency holdings create governance tension beyond a single tender?
• Is a narrower internal buyer list explained plainly to the sellers, along with the price tradeoff?

Both account directors said afterward that the direct explanation mattered more than the dollar figure itself. One had assumed the smaller number reflected the partners undervaluing the agency; once she understood the competitive-conflict logic, she said she would have made the same call herself. That reaction is not guaranteed, and agencies should not assume transparency alone resolves every disappointment, but it consistently performs better than a number delivered without the reasoning behind it.

If a marketing agency is weighing a growth equity investment for reasons beyond this specific liquidity question, ask the prospective investor directly about other agency holdings in their portfolio before signing anything, not just before a later secondary transaction. An investor with competing agency relationships creates governance tension well beyond a tender offer, and it is far easier to walk away from that conflict during due diligence on the investment itself than after the capital is already on the cap table. Put the question in writing as part of the term sheet negotiation rather than treating it as an informal conversation, so the answer is documented if a conflict surfaces later.

See a broader marketplace comparison too.