Thinking about your exit as a single event is a mistake.
Jack Newton, CEO of legal tech giant Clio, didn’t wait for an acquisition offer or IPO window to start planning for liquidity. Instead, he architected a strategy year’s in advance, resulting in the largest growth financing in Canadian history: a $1.2 billion CAD Series F at a $4 billion valuation.
Jack’s story isn’t just about big numbers however, it’s about playing the long game, using secondaries strategically, managing shareholder expectations, and choosing partners who align with your mission, even if it means walking away from higher bids.
Key takeaways:
- Liquidity doesn’t require an exit. Build-in options for investors and employees along the way.
- Secondary planning is cap table strategy, get alignment early so you’re not negotiating under pressure.
- The best deals aren’t always the highest bids. Strategic fit matters more than term sheet optics.
Most founders think about their exit as a final chapter, a moment of payoff, or transition. But what if it’s not a moment at all?
At TechExit.io, Jack Newton shared how Clio redefined the concept of an exit by treating liquidity as a continuous strategy and not just a one-time event. What followed wasn’t just a record-breaking $1.2 billion CAD financing round but rather a masterclass in secondaries, partner selection, and long-range planning.
If you’re building a SaaS company with ambitions beyond the next round, this is the blueprint.
Exits Aren’t Binary: They’re Built
Clio’s $1.2B CAD Series F was far from a lucky windfall; it was the product of long-term planning and precise execution.
CEO Jack Newton didn’t wait for a sale or IPO to address liquidity. Instead, he designed a round that solved for investor returns, employee equity value, and future growth.
“We want to accomplish three things,” Jack said. “We want to create liquidity for investors… create partial liquidity for our employees… but most importantly, bring on a strategic new investor to the cap table.”
Rather than viewing exits as all-or-nothing events, Jack treated liquidity as a rolling, strategic process, something every founder should consider if they want to build for the long haul.
Cap Table Control = Strategic Advantage
One reason Clio ran such a tight process was because they controlled their cap table from day one.
“We’ve got a provision in our shareholder agreement that gives the company the right to block or intercept any share sale… We don’t end up with randoms on the cap table.”
This governance gave Clio leverage when it mattered and aligned the board around priorities like dual class shares for future IPO readiness. But more importantly, it let them steer secondaries on their terms and not react to investor pressure.
Pick the Right Partner, Not the Highest Price
Though Clio’s round was oversubscribed by $500M, Jack made clear that valuation wasn’t the only factor.
“We need to agree this is not a value maximizing exercise,” he told the board. “If the partner we want to bring on is say 5% or even 10% short of the high-water mark… I want the right to be able to select that investor.”
That partner turned out to be NEA, who came in late but showed the strongest conviction.
“It was only a really thoughtful and well considered email from the CO CEO of NEA, Tony Florence… coupled with a recommendation call from a reference of his… that got them in under the wire.”
NEA wasn’t the obvious choice, but they were the right one. Their experience scaling companies to IPO and long-term alignment made them the best fit.
Be Ready Before the Process Starts
What’s clear is Clio didn’t wing it; they prepped like they were going public.
“We went out with a data room, an investor deck, a level of pre due diligence… that the feedback we got from investors… was the best data room and best package that they’d ever seen for a company of Clio’s stage.”
They also standardized all term sheets, eliminating confusion.
“We drafted the term sheet… and included that in the package… which really led to an apples-to-apples comparison.”
This level of preparation not only impressed investors, but ensured the company had leverage, clarity, and speed throughout.
Rolling Liquidity Keeps You Focused
Rather than letting investor pressure build up over time, Jack created structured off-ramps through secondaries.
“I think this idea of… creating a rolling exit and just being really strategic about how you’re exiting your existing shareholders… is something that it takes in most cases well over a decade.”
This approach also made equity real for employees. “One that was really moving was an employee being able to pay for in vitro fertilization and they now have a child that they wouldn’t have had if it wasn’t for Clio’s series F.”
It’s a reminder: thoughtful liquidity isn’t just a good strategy; it’s a good culture.
Build With the End in Mind
Clio is aiming for $1B in ARR, but every move they make, cap table structure, partner selection, governance, reflects that future.
As Jack put it, “What I’m doing with Clio… I talk about wanting to build a generational company, a company that will be around in a hundred years.”
That mindset, of thinking ahead and building with intention, is exactly what TechExit.io is all about.
Whether you’re aiming to raise your next round, explore acquisition, or build something that lasts a century, it all starts with building optionality into your business from day one.
Founders who want to get acquired or raise growth capital need more than great numbers. They need foresight, control, and conviction.
That’s why we do TechExit.io because building with the end in mind isn’t just smart, it’s essential.
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