Cap Table Liquidity & Private Secondary Markets3 min readUpdated September 2026

Carta vs Forge When A PR Firm's Reputation Is The Asset

A strategic PR and communications agency lives or dies by its own reputation for discretion, which makes an unusual factor central to its Carta-versus-Forge decision: who ends up on the cap table matters almost as much as the price, because an embarrassing or poorly regarded buyer can undercut the very credibility the agency sells to clients.

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The Situation

A twenty-five-person agency specializing in crisis communications and reputation management had two senior partners approaching a liquidity event tied to a decade-old equity plan. The firm had never taken outside capital and had no immediate need for growth funding, only for a way to let the two partners realize some of the value they had built. Both partners had watched other agencies in their network run open marketplace processes, and their first instinct was to assume the same path made sense here too.

Why The Partners Vetted Forge's Buyer Pool Carefully

Before opening any conversation with Forge, the managing partner researched the kind of institutional buyers typically active in professional services secondaries and found several with reputations of their own that would sit awkwardly next to a crisis-communications firm's brand. Even without any specific conflict of interest, the partners worried about what it would say to prospective clients if the wrong kind of investor showed up in a future press mention of the firm's ownership.

The Carta-Run Alternative

The firm ran an internally funded tender through Carta, using retained earnings built up over several strong years, capped at a level that gave both partners meaningful liquidity without requiring any outside capital. The entire process stayed inside the firm's own four walls, and the only people who ever saw the firm's financials were the partners themselves and their accountant.

What The Firm Learned About Its Own Cash Position

Running the numbers for the tender revealed the firm was carrying more idle cash than the partners had realized, money that had simply accumulated without a specific purpose. That discovery led to a broader conversation about capital allocation, and the firm ultimately used a portion of the same cash position to fund a modest expansion into a new practice area the following year. Neither partner had expected a liquidity planning exercise to surface a strategic opportunity, which turned out to be one of the more valuable side effects of the whole process.

The Lesson For Reputation-Driven Businesses

Any firm whose product is essentially trust, PR agencies, communications consultancies, reputation management shops, should treat buyer identity as a real underwriting criterion, not an afterthought, before opening any external liquidity process. Bring that question to your AI CMO or AI CFO early: who would we actually want on our cap table, and does an open marketplace like Forge let us control that as tightly as our business needs.

How The Firm Explained The Decision To Staff

Rather than leaving junior staff to speculate about why the firm chose a smaller, internally funded program over what some assumed would be a bigger payout through an open marketplace, the managing partner held a short all-hands walking through the reputational reasoning directly. Staff response was largely positive, several noted that the explanation itself reinforced exactly the kind of judgment the firm sells to clients every day.

What A Larger Agency Might Do Differently

A much larger communications firm with a broader base of institutional-grade governance and a track record of vetting outside partners might reasonably conclude the reputational risk of a Forge-sourced buyer is manageable with the right contractual protections. The calculus here scales with size and sophistication; a twenty-five-person boutique simply has less infrastructure and less room for error if a buyer vetting decision turns out to be wrong.

Building Buyer-Vetting Into Firm Policy

Rather than treating buyer reputation as a case-by-case judgment call each time a liquidity question comes up, the firm eventually wrote a short internal policy defining what kinds of investors it would and would not consider, covering both direct competitors and investors whose other portfolio holdings could create an awkward public association. Having that policy in place before the next liquidity conversation, rather than debating it fresh each time, made the eventual decision faster and less personal. A year later, the second partner's own liquidity event went through the same process with none of the original vetting debate, since the policy and the earlier decision's reasoning were already documented and understood by everyone involved. Notably, none of the firm's clients ever asked about the ownership transition, since it never became public and never needed to, which was itself evidence the partners had made the right call.

Check a broader marketplace option as well.

A written buyer-vetting policy should spell out:

  • Which categories of investor the firm will never consider, such as direct competitors or investors whose reputations clash with a crisis-communications brand.
  • How the firm will judge an investor's other portfolio holdings for awkward public associations.
  • Who reviews a prospective buyer, and how many partners must agree before any external process opens.
  • What diligence access an outside buyer would receive, and whether an internal program avoids exposing client-sensitive financials.
Executive Capability Standard

What Good Looks Like

A reputation-driven agency manages this well when it can name, before opening any liquidity process, exactly what kind of buyer would damage the firm's credibility and structure the process to avoid that risk deliberately.

Building The Capability (5-Stage Skill Ladder)

1. Learn:Research the typical buyer profile on any platform you are considering before opening a data room or disclosure process.
2. Do Manually:Run a full capital allocation review alongside the liquidity planning process, since the two questions are more connected than they first appear.
3. Delegate:Give the managing partner explicit authority to reject a buyer on reputational grounds, not just financial ones.
4. Automate:Use Carta for an internally funded, fully confidential program when buyer identity control matters as much as price.
5. Buy:Engage a secondary advisor through Forge only once you have a clear, written standard for what an acceptable buyer looks like.

How to Get Started

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Frequently Asked Questions

Can a company restrict who buys through Forge's marketplace?

Companies typically have some ability to review or restrict the buyer pool, but the degree of control varies. Firms with strong reputational sensitivity should ask specifically about buyer vetting options before opening any process, rather than assuming full control by default, and get the answer in writing.

Is it common for a services firm to discover excess idle cash while planning a tender?

It happens more often than people expect, particularly at profitable firms that have not run a formal capital allocation review in a while. That is one reason the planning process is worth doing carefully even when the outcome is a fully internal, Carta-run program.

Should a PR firm ever use Forge at all?

It can make sense for a larger agency genuinely pursuing outside growth capital for a specific strategic purpose. For a routine partner liquidity event, most reputation-sensitive firms find an internally funded Carta program gives them more control over who ends up owning a piece of the business.

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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