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Navigating the Pitfalls of Acqui-hiring for Startups

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Chapter 1: Understanding Acqui-hiring

Acqui-hiring can serve as a strategic move for tech startups, providing an opportunity for teams to transition smoothly while delivering value to investors. Here are some essential strategies for startup founders to approach negotiations effectively.

Don’t forget that traditional businesses can be viable buyers.

As a startup, it’s easy to focus solely on tech companies for potential sales. However, consider 'traditional' firms that might not be tech-savvy but have significant capital and could greatly benefit from your team’s expertise. For instance, one HR-focused startup I know was acquired by a recruitment firm looking to utilize its extensive data.

Section 1.1: Rethinking Your Negotiation Position

Avoid concentrating on your lowest acceptable offer. If you approach the negotiation with a mindset that anything above a certain threshold is satisfactory, you may be inadvertently limiting your potential. Instead, emphasize the value you can bring to the buyer, as this mindset often leads to better outcomes.

Subsection 1.1.1: Importance of Market Research

Market research and benchmarks in acqui-hiring

It’s crucial to stay informed about current market benchmarks in acqui-hiring. Companies in certain sectors may offer significant sums—sometimes exceeding $1 million per developer—due to the speed and market advantage they gain by acquiring talent early.

Section 1.2: Uncovering Buyer Motivations

In negotiations, it’s vital to align your aspirations with the interests of your potential buyer. To gain insight into their motivations, consider adopting the Buyer's Mindset. Ask questions like:

"What would the future role entail, and what impact would it have?"

This approach encourages the buyer to advocate for the value of your company, and when possible, try to extract quantitative insights:

"What is the worth of this opportunity?"

"What advantages do we gain by acting now instead of waiting six to nine months?"

Chapter 2: Positioning Your Intellectual Property

The first video discusses common pitfalls in hiring for programmatic roles and offers insights on how to avoid them.

It's important to assess your intellectual property (IP) to determine if it meets the needs of your potential acquirer. This includes your client databases, revenue channels, and software. Beware of these misconceptions:

Fallacy 1: "Rebuilding this would only take a week, so it lacks value."

Your ability to recreate something quickly stems from your accumulated experience and expertise, which the acquirer may not possess.

Fallacy 2: "This isn't a primary feature, so it must not be valuable."

Value is subjective; if your technology addresses a critical issue and the acquirer’s resources are allocated elsewhere, it may hold significant worth to them.

Think like an entrepreneur rather than an auditor. Understand your acquirer's needs and how your resources can solve their problems.

Chapter 3: Negotiating with Preference Shareholders

The second video highlights common sourcing mistakes and provides guidance on how to avoid them effectively.

Every aspect of the negotiation process, including liquidation preferences, can be discussed. High preferences may discourage founders from pursuing an acqui-hire. In such cases, some investors might agree to specific terms like a management carve-out to ensure alignment and maintain relationships.

A management carve-out might involve a percentage of the total deal value, such as 10-20% with a minimum threshold, which would be allocated to management before preference shareholders. This can vary depending on the acquirer's desire to retain founders in the transaction.

Ideally, initiate these discussions with your board early in the M&A process to avoid potential disputes. An M&A advisor can also assist in these negotiations.

Chapter 4: Securing Commitment Before Investment

Do not allocate your team’s time to a negotiation without first obtaining a Letter of Intent (LOI). Since acquisition attempts may not always succeed, requesting an LOI can help ensure that you’re dealing with a serious buyer, increasing the chances of them following through.

Chapter 5: Guarding Your Alternatives

Avoid disclosing your other options during negotiations, as this could undermine your position. By revealing alternatives, you risk having the buyer justify their offer as superior. Instead, use this phrasing when the situation is right:

"We have other offers on the table; could we receive your best offer in writing by tomorrow?"

What strategies would you recommend for founders aiming for an acqui-hire? Share your thoughts in the comments below!

My name is Dave, and I am the CEO of Founder Coach. We empower leading venture-backed founders with the skills, tools, and training necessary to scale their companies confidently. If you’re interested in becoming a better CEO and leader, visit FounderCoach.com to learn more about how I can assist you.