How to Structure an Acquihire Deal in the AI Talent Race

Derek Liu, M&A Partner at Baker McKenzie

You're paying nine figures for a specific group of engineers. If five of them leave after you sign, you overpaid for a team that doesn't exist anymore. That's the real risk in an acquihire now, and it means the org chart is the asset, not the product, in a market where you can't even lock someone down with a non-compete the moment they're in California.

Derek Liu, M&A Partner at Baker McKenzie, has been on both sides of this shift, representing serial acquirers like Google, Salesforce, ServiceNow, and Atlassian as well as the startups they're buying. He's negotiated these deals from both chairs, which is why he can lay out exactly where each side's incentives collide.

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What You'll Learn:

• Why some acquihires now cost billions, not millions
• The tax tradeoff between a stock purchase and an asset sale
• How diligence shifts from IP protection to team validation
• The non-solicit clause that outweighs any non-compete
• Revesting, RSU pools, and rollover equity as separate retention levers
• What actually bottlenecks closing when HR sets the pace
• Why VCs lose leverage when the product isn't the asset

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If you're structuring retention for a talent-driven acquisition, DealPilot, powered by M&A Science, has the deal guidance layer to help you get the revesting schedule and non-solicit right before you sign.