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That is indeed what I am saying...what good will (no pun intended:) ) it be post-deal signing?...if you read that section "Modern Meaning" you see it alludes to brand,customers and IP...in the case of zero-revenue startups that translates to hype,users and maybe an iPhone app.

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The gp is using the strict accounting definition of goodwill, you use it in its popular meaning. Strictly speaking nobody values goodwill before a deal, but it's often used as a word for 'the soft stuff we find hard to quantify'.

Maybe... but nobody really thinks of it that way, any more than they bother to worry about what fair market value of the assets (the other part of the purchase price) is for an early-stage tech company. They just care about the overall price, and they leave splitting that into FMV and goodwill as an exercise for the accountants after the deal is done.

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