How to Structure an Acquihire Deal in the AI Talent Race

Derek Liu, M&A Partner at Baker McKenzie

AI talent deals are no longer small acquihires built around a simple price per engineer. Some now carry billion-dollar price tags, forcing buyers to rethink deal structure, diligence, tax exposure, and retention.

Baker McKenzie's M&A Partner Derek Liu has personally signed over $110 billion in transactions from both sides of the table. That mismatch, old tools built for a different kind of deal, is what's forcing corp dev and legal teams to rework their playbook, and it's the throughline of this conversation.

What You'll Learn

The real cost difference between a stock purchase, an asset sale, and a sign and release
What acquirers are actually diligencing when the product isn't the point
Why a non-solicit clause outweighs a non-compete in California
How a 100 percent revest changes the conversation with a founder
Where HR becomes the bottleneck between LOI and close

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.

____________________

This episode of M&A Science is presented by DealRoom.

The Buyer-Led M&A™ Summit is back. August 18th, free and virtual. We're releasing the State of AI in M&A 2026 report live at the event before it goes public. Benchmark your program, hear from practitioners across the industry, and leave with a clearer picture of where dealmaking is headed. Register here.

____________________

Episode Chapters

[00:00] Introduction

[00:03:03] From New York to Silicon Valley

[00:11:58] Why Acquihire Prices Exploded

[00:15:19] Defining an Acquihire Deal

[00:25:20] Winding Down the Acquihire Business

[00:31:35] Acquihire Due Diligence on Talent

[00:34:10] Why Not Just Poach Talent

[00:38:34] RSUs, Revesting, and Rollover Equity

[00:46:37] Valuing the Biggest Acquihire Deals

[00:47:35] An Acquihire Deal Timeline

[00:56:22] The Craziest Deal in M&A

Det här avsnittet är hämtat från ett öppet RSS-flöde och publiceras inte av Podme. Det kan innehålla reklam.

Avsnitt(431)

The Seller's Power Shift: How to Defend Valuation After the LOI

Praveen Ghanta, Founder and CEO of DevHawk Signing the LOI can feel like you've won. For the seller, it may actually be the moment when the balance of power starts moving the other way. Praveen Ghanta...

3 Sep 56min

The Discount Is the Wrong Question in Private Equity Secondaries

Richard Chow, Partner at PJT Partners (NYSE: PJT) Secondary deals are often judged by a single metric: the discount. Richard Chow thinks that's the wrong place to start. After spending most of his car...

27 Aug 54min

How to Finance Acquisitions Without Giving Up Equity

Bill Stone, Founder and CEO of SS&C How do you keep buying companies without eventually losing control of the company you built? SS&C Technologies founder and CEO Bill Stone has spent four decades av...

20 Aug 57min

Where AI Actually Helps and Fails in M&A Legal Work

Aaron Binstock, Partner, Co-Head of Private Equity Practice at Cooley LLP AI can now draft, review, and benchmark deal documents in a fraction of the time it used to take, but knowing when to trust th...

13 Aug 47min

The Back-Office Surprises Nobody Warned You About When Going Global

Jennifer Lipschultz, Sr. Director Merger & Acquisition Integration and Corporate Project Management Due diligence covers deal terms, but it doesn't cover what happens once you're running payroll, ben...

6 Aug 53min

What Buyers Want from Bankers and Founders

Andrew Morbitzer, VP of Corporate Development, Life360 (ASX: 360) Your standard teaser tells a buyer everything about your company and nothing about why you fit their strategy right now. When sellers ...

23 Juli 50min

220 Deals. One Playbook. How to Scale M&A Without Losing Control

Shawn Rodricks, Head of M&A - Independent Consultant If you scale the deal flow without the operating infrastructure to match it, things break fast. The playbook is a document nobody opens, closing we...

16 Juli 48min