Why we built Founder Exit Studio

Know what you want
before an offer arrives.

You’re focused on scaling. An approach from a strategic buyer can bring a sale forward before you’ve decided what you want from a transaction.

Your ownership, investor rights, tax and payment terms shape what could reach you personally. Some proceeds may arrive at closing. Others may depend on future performance or remain invested in the business.

Founder Exit Studio connects those potential proceeds with what you want the transaction to make possible. Understand what could become yours to use, what remains conditional, and whether the outcome would support your plans before committing to a deal.

An offer can bring the decision forward.

You may be years away from a planned exit when a strategic buyer approaches. Suddenly, you’re considering price, terms and your future role while still working out what the transaction would need to achieve for you personally.

Scaling
Focused on building the company.
An approach
A buyer wants to explore a transaction.
Your decision
Assess the terms against your own priorities.

What would you want settled before that conversation starts?

Understand your potential personal proceeds, what remains conditional and what the money would need to support.

What could reach you, and when?

The offer price is a starting point. Your allocation and the payment terms determine what could become personally available.

Your allocation: Check ownership, debt, fees and investor rights with your advisers.
Closing cash: Estimate the after-tax cash available when the transaction closes.
Later or retained value: Keep escrow, earnouts and continuing equity separate from closing cash.

How much could you use for your personal plans?

Test changes to payment timing and conditions against your spending needs, rather than treating the full offer as available cash.

What would make a transaction worthwhile for you?

Start with what you want the transaction to make possible.

Family and lifestyle: What spending and commitments would the proceeds need to support?
Your next venture: How much capital would you want to set aside to build or invest again?
Your future role: Would you want to stay involved, step back or leave?

Would this deal support the choices you want?

Compare potential proceeds with your other assets and income. Identify what would need to change in the business, the terms or your plans.

Canadian investor-terms context

Osler’s 2025 Deal Points Report examines preferred-share financings primarily involving Canadian companies. Share classes can have different payment priorities. Those financing observations do not predict what any founder would receive in a transaction; your documents and circumstances determine the applicable rights.

Osler · 2025 Deal Points Report

Founder Exit Studio · Developed in house

Would your shares fund the life you want?

What matters is what you could receive, when you can use it and whether it will cover your plans.

We built Founder Exit Studio to compare ownership, investor rights and estimated after-tax proceeds with your spending needs, other assets and income.

Ownership over time [1]

Your stake is part of a founding team.

Two cofounders start equally. Their share counts stay fixed while other shares are issued.

Formation50.0% A · 100.0% team

Seed, converted43.3% A · 86.7% team

Issued employee shares37.1% A · 74.3% team

Series A31.7% A · 63.4% team

Series B26.0% A · 52.0% team

Blue: Founder APale: cofounder and other holders

[1] Fictional path, not a typical financing history. Together the team retains 52%; each person holds 26%. A smaller percentage can still represent greater value.

Investor terms [2]

Who receives the proceeds first?

Review the share rights before allocating the common pool.

Company sale value: $50.0M
Company debt and fees: −$5.3M
Available to shareholders: $44.7M
Series A + B preferences: −$18.0M
Common pool: $26.7M

[2] Equal-ranking 1x non-participating claims: A $6M; B $12M. Both take preferences in the $50M case.

Individual allocation [2]

Team ownership is not one person’s wealth.

The same company transaction creates separate personal outcomes. All figures below are before personal tax.

$9.9MFounder A gross allocation

Founder A · 26%: $9.9M
Founder B · 26%: $9.9M
Founding team · 52%: $19.8M

[2] The $26.7M common pool is split 26:26:8:10 between A, B, seed common and issued employee common. Equal economic rights are assumed.

Founder A personal capital [3]

What would your proceeds need to support?

Founder A has a separate household funding target. It is not divided by the number of founders.

Personal funding target$7.7M

Cash + expected escrow$5.6M

Illustrative shortfall$2.1M

Cash after modeled regular tax plus expected escrow present value. Retained equity and any additional AMT provision are excluded.

Founder A: $4.8M modeled cash plus $0.8M expected net escrow present value. A retains $2.0M of equity, excluded from this comparison.

[3] Tax/escrow timing and deferral are model assumptions. Confirm any further tax provision, including AMT, with the accountant. Founder B requires a separate personal plan.

Your next moves

What could you change?

Review the funding round, deal terms and personal plans before committing.

01

Review the next round

Compare ownership before and after new shares are issued.
Check option-pool changes and investor rights.
Test the effect on your allocation at a possible exit.

02

Review the deal terms

Confirm preferences and conversion with your lawyer.
Separate closing cash, escrow and retained equity.
Confirm tax assumptions with your accountant.

03

Review your own plans

Allow for spending, family commitments and future ventures.
Include assets and income outside the company.
Test a later sale or a lower outcome.

Inside Exit Studio

See what we work through together.

Follow a possible exit from the cap table to your personal funding needs.

We operate the model with you, review the assumptions and discuss what the results mean for your plans. Your accountant and lawyer confirm the relevant tax treatment and legal terms.

Founder example

Could the proceeds fund my plans?

Compare your estimated personal proceeds with your funding needs after the transaction.

Exit Studio v3: proceeds beside your plans

Enlarge this view

Fictional examples. Each funding target reflects the plans entered for that household. All amounts are Canadian dollars. Estimated future receipts are not cash available today.

Compare terms and plan the work ahead.

Compare payment structures, examine dilution and assign the checks needed before updating the model.

A bigger offer can mean less cash at closing.

Compare how much each offer pays at closing and how much depends on later payments.

Offer A · headline price$18M

Cash at closing$14.40M$3.60M deferred or conditional

Offer B · headline price$20M

Cash at closing$12.00M$8.00M deferred or conditional

CashEscrowEarnout

Fictional deal terms. Gross amounts before fees, tax and ownership allocation. Deferred amounts depend on the agreed payment conditions.

What would another round do to your ownership?

Assume Founder A holds 26% before a $10M investment at a $40M pre-money valuation. New investors receive 20% of the post-money shares.

Before the round26.0%

After the round20.8%

Fictional simplified example: 26% × $40M ÷ $50M = 20.8%. Assumes no option-pool increase, convertible instruments, secondary sales or other changes. Founder B has a separate equal stake. This is a dilution illustration, not a valuation or personal payout. Source: a16z, How Startup Options (and Ownership) Works (2016); stated hypothetical financing inputs.

Decide what needs attention first.

Assign the checks needed before updating the model.

First
Confirm the information behind the model.Our team and you · Confirm the cap table and proposed round or sale assumptions.
Next
Review conditions on future payments.Lawyer and accountant · Confirm investor rights, payment conditions and tax assumptions.
Then
Update the proceeds and spending comparison.Our team and you · Update the scenario after those reviews.

These are example tasks. Your priorities will depend on your circumstances and your advisers’ findings.

We use these tools with clients as part of our investment-management service.

Before you get in touch

A few practical
questions.

Have a question about your own situation?

Contact our team

I’m several years away from an exit. Is this useful now?

Yes. We can explore how another round, new shares or changing investor terms could affect a future outcome before you have a sale offer.

Does owning 26% mean I receive 26% of the sale price?

No. Fees, debt and investor rights affect the amount available to shareholders and its allocation. The example above shows how preferences change the founder’s share of the proceeds.

What if I’m not paid everything at closing?

We separate closing cash from escrow, earnouts and retained equity. Expected deferred proceeds and invested equity are not cash available today.

I already have an accountant and lawyer. How does this fit?

They continue to provide tax and legal advice. We use their confirmed assumptions when comparing founder proceeds with your personal funding needs.

Does the model tell me what my company is worth?

No. It compares scenarios using the assumptions entered. A business valuation, fundraising terms and negotiations with buyers require separate work.

Can I use Founder Exit Studio on my own?

You work through the tool with our team. It is not a self-service account. Contact us to discuss the decision in front of you and our investment-management relationship.

Planning a sale without outside-investor complexity?

Explore Owner Exit Studio

Talk it through with our team.

A funding round, possible sale or changing cap table can raise personal questions early. We can explain how we would work through them with you.

Contact our team

Illustration assumptions and calculations

[1] Mechanics: a16z · Scott Kupor, 2016. Team-size context: Carta · June 2026, U.S. data. These sources do not supply or endorse the fictional scenario or equal equity split.

[2] Hypothetical CAD sale: $50M, $2.5M fees, $2.8M debt. Ownership: founders A/B 26% each, seed common 8%, issued employee common 10%, Series A 12%, Series B 18%. A/B investor preferences are $6M/$12M, equal-ranking and 1x non-participating. No other securities; all common shares are payout-eligible. Preferred conversion choices must be retested at other sale values.

[3] Founder A’s model uses a $2,600 cost base, no LCGE, Ontario residence, assumed 50% gains inclusion and 53.53% ordinary-income rate. Additional AMT is flagged and not reserved. Company escrow is 10% of sale value, allocated pro rata, with 80% release after 18 months and 2.5% discounting. Escrow tax timing is a planning proxy. The $4M combined founder retained position is split $2M each; deferral eligibility and tax basis need confirmation. A’s $7.7M household target uses the original spending/income/assets, independently recalculated with 6% nominal return, 2.5% inflation and a 6% withdrawal allowance. It is not annual spending or a target for B. Figures are rounded to $100,000; sums may differ due to rounding. No valuation, client result or promised payout.

The deal is only the starting point.

Cap table mechanics and tax determine what actually reaches your bank account. The window to change that number closes earlier than most founders expect.

Book Your Exit Gap Review See What Happens in the Review

Waterfall MechanicsCanadian Tax FrictionDeal StructurePersonal Funding Targets

Most founders discover what they walk away with after the process is already moving.

The headline valuation is not the founder outcome. By the time it's clear how much preferences, contingent terms, and tax reduce what actually reaches common shareholders, many valuable levers are already harder to change.

9%of business owners have a formal exit planCFIB, 2023

75%of sellers report regrets 12 months post-saleExit Planning Institute

1–5yrsplanning window before the levers are goneBDC / MNP Research

Headline Value

The valuation a buyer offers on paper.

$70M

Personal Target

What the exit must fund to reach your goals.

$14.5M

Gap Detected

After-Tax Outcome

What you actually keep after structure and tax.

$10.9M

A $3.6M shortfall. Discovered when it's too late to change the levers that caused it.

Does the math on paper match the math you need?

The number that matters is not the valuation. It is the after-tax outcome that reaches you personally, compared against the lifestyle and legacy goals the exit must fund.

What You Need

Specific lifestyle funding, debt payoffs, and legacy targets.

What You Get

Usable liquidity after structure and tax are applied.

We model both sides to identify the gap while you still have time to close it.

Why valuation is not outcome.

Before tax is even considered, the exit proceeds move through a waterfall. Investor preferences, participation rights, debt, fees and dilution determine how much of the headline value ever reaches common shareholders. We model these mechanics first so you see the founder outcome clearly.

Investor preferences and participation rights
Debt obligations and transaction fees
Payout sequencing and liquidity preferences
Dilution across every ownership layer

This math is visible before you sign. It should be modeled before you negotiate.

Sometimes the gap is not a negotiation failure. It is a timing failure.

By the time most founders start asking the right questions, the most valuable tax and structural levers are already locked. Coordinated planning must happen while you still have the time to act.

The earlier the conversation starts, the more options you have to change the outcome.

Do you know the top questions you should answer before entering an exit process?

Get the Exit Planning Checklist

What you receive, and when.

Founders do not live off enterprise value. They live off usable liquidity. Day-one cash matters, but escrows, earnouts, and rollovers determine the real speed and risk of your exit.

We model the timing of your proceeds so you know exactly when the wealth becomes usable.

Usable at Close

Capital available to fund your goals immediately after the transaction.

Risk Capital

Proceeds held in escrow or subject to future performance triggers.

The Review

A 30-minute diagnostic session.

This is not a pitch. It is a guided review of your current deal math. We start with your funding requirements and test whether the likely exit can meet them.

01

Start with your targets.

Most models focus on what the business is worth. We start with what you need the exit to deliver personally, including lifestyle, family obligations and the capital required after the sale.

The result is a practical founder benchmark for what a successful outcome actually needs to look like.

02

Model the structural drag.

We apply the waterfall, debt, fees, escrow, earnout and rollover to the headline number. This is where enterprise value becomes founder economics

You see what the cap table and deal terms are doing to you before the process hardens around the headline number.

03

Pressure-test the outcome.

We run sensitivity analysis on deal terms and valuation. You see exactly how much the headline number needs to move to close the gap between what you have and what you need.

Visibility today gives you the lead time to act. Waiting until the LOI is too late.

What you leave the review knowing.

The best exits are prepared for, not just negotiated.

You leave with a clear view of your personal math and a prioritized list of what needs attention while the planning window is still open.

Deal-Blockers

What could reduce proceeds or stall the transaction

Structural or cap table issues that, if unaddressed before the LOI, can materially reduce your stake or risk the deal falling through.

QSBC / holdco purification status
Valuation and market positioning
Shareholder agreement gaps
Corporate structure complexity
Co-founder financial misalignment

Lead times: 12–36 months before LOI

Value Levers

Options to improve the outcome

Tax and structural moves that can materially improve after-tax proceeds—but only if you have the lead time to execute them.

QSBC and LCGE optimization
Trust and estate freeze strategy
Personal financial independence planning
Buy-sell and insurance analysis

Lead times: 24–48 months before LOI

Housekeeping

Reducing friction before closing

Operational and documentation items that regularly delay closing if they aren't resolved before legal and accounting diligence begins.

Corporate banking and debt review
Will, estate, and trust documentation
Prior-year tax return currency
CPA coordination for pre-sale planning

Lead times: 6–12 months before closing

Two founders. Two very different outcomes.

Different ownership levels, personal funding needs, and family timelines turn the same exit price into two very different realities. Misalignment here is a common cause of deal fatigue near the finish line.

The same headline valuation behaves differently for every founder.

The Deal

$75M acquisition — same LOI, same terms

Structure

80% cash at close · 10% escrow · 7% earnout · 3% rollover;

Founder A

Meaningful common equity, lower personal hurdle

A larger common position and a lower capital requirement mean the current transaction can work, even after structure and tax.

Ownership34%

Gross proceeds$25.2M

After-tax (est.)$17.8M

Personal target$12.5M

Outcome

+$5.3M surplus

The math works. Transaction is a green light.

Founder B

Smaller stake, higher personal hurdle

The same transaction still leaves the founder short once ownership, contingent value and personal needs are taken into account.

Ownership12%

Gross proceeds$8.9M

After-tax (est.)$6.1M

Personal target$10.0M

Outcome

−$3.9M gap

Critical gap detected. Pressure to renegotiate.

The Practice

Built for the part of a transition most owners do not see clearly enough, early enough.

Founder Exit Studio is designed to help founders and business owners understand what a transaction, sale, or ownership transition may actually leave in their hands after deal structure, taxes, and the life they want to fund next.

The goal is not just to model a headline number. It is to clarify the personal outcome while there is still time to improve it. For many owners, that means seeing the gap between enterprise value and usable personal capital before a process starts and before key planning levers are gone.

Bongard Wealth Advisory Group, part of BMO Private Wealth, is led by Deborah Bongard, Christopher Bowlby, and Mark Parent, combining portfolio management, financial planning, and exit-planning perspective for owners facing decisions that often arrive before the rest of the planning is ready.

Learn more about we work with business owners →
Visit our homepage →

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Frequently Asked Questions

Who is this review designed for? +

It is designed for founders and business owners approaching a possible sale, transition, recapitalization, or other major ownership decision who want a clearer view of what the business may actually deliver personally.

How early should I do this review? +

The earlier the better. This work is often most useful before a process starts, when there is still time to improve tax positioning, ownership structure, and decision readiness.

What will this review actually show me? +

It helps translate a potential transaction into something more useful: what may be left after fees, debt, preferences, taxes, and the life you want to fund next. In many cases, that number is materially different from the headline value.

Is this a self-serve calculator or a guided review? +

It is a guided review. The tool supports the conversation, but the value comes from interpreting the result properly and identifying the issues that may matter before a transaction moves forward.

I already have advisors. Where does this fit? +

This review addresses a different question: how the deal may translate into your personal after-tax outcome. Your accountant, lawyer, M&A advisor, and wealth team each have important roles, but that full picture is not always being modeled in one place early enough. This review is meant to clarify that outcome while there is still time to act on it.

What happens after I request a review? +

We begin with a short conversation to understand your ownership structure, timing, and goals. From there, we determine whether a fuller review makes sense and which decisions are worth addressing first.

Identify your gap.
While there is still time to close it.

A clear picture of your total after-tax proceeds, compared against what you actually need the exit to deliver.

Book Your Exit Gap Review

We will reach out within one business day to schedule.

Choose a Meeting Time

30 minutes. Confidential. No obligation.

What to Expect

30-minute review

A guided walkthrough of your ownership math and personal targets.

Confidential analysis

No data is stored. No obligation. Just a clear view of the numbers.

Immediate clarity

A prioritized list of any detected gaps and the options still available to you.

The exit price is one number. Your outcome is another.

Know what you wantbefore an offer arrives.