Ask HN: Talk me through the acquihire process

Tough questions to answer for someone on the outside.

> Is there any likelihood of an acquirer being interested in purchasing the product but not its developers?

At the very least you will be expected to stick around for documentation and gradual hand-over. This may well be the only card in your hand during a negotiation, or it may not be, depending on the circumstances and your relationship to the people transacting the acquisition.

I have to point out though your assumption is that the product is the key asset a buyer will be interested in. Is this the intention of the founders as well? Because counter-intuitive as it may seem, the new company might be more interested in the people who sold this product than the thing itself. Do what you can to find out more.

> Assuming I do stick it out as an acquihire, what's the likelihood I'd be allowed to remain in charge of my product vs having to execute on someone else's vision?

That depends totally on your relationship with your new employer and the structure and politics of the new company. Best case, you'll move up the ladder there. Worst case, they want to get rid of you as soon as possible. Average case: in a year they regret the acquisition, because they realized they'll never make back the money they paid for it. If you do like it there, it might make sense to move onto a more important product in their core portfolio before the acquisition hangover hits them.

> how do I best stand up for my own interests here, without being the asshole that ruins the deal for everyone?

Be friendly, exude an aura of confidence and competence, but don't be a roadblock. Find out what the decision makers want (first at your current company, then at the new one) and help them achieve their goals. The risk is still you'll be left at the side of the road, but then again, that's always a risk.

> I have to point out though your assumption is that the product is the key asset a buyer will be interested in. Is this the intention of the founders as well? Because counter-intuitive as it may seem, the new company might be more interested in the people who sold this product than the thing itself

This is a really good point, which I'm having a difficult time answering without going into more detail than I'm comfortable revealing even with a throwaway account.... Let me put it this way: I believe the tech staff, while skilled and a great team, is probably too small to be worth acquiring for its own sake -- (But maybe I'm wrong about that? It's 3 guys, one of whom is a long-term contractor rather than FTE) -- and the non-tech staff (including the co-founders) is, um, I'll just say not a likely acquisition target IMO.

3-5 people sounds like a pretty normal acquihire. If it's a distressed sale, I doubt the buyer is going to care much about IP. It's going to be all about hiring a functional team. The product is just proof that you guys are functional.

I have trouble understanding why a buyer would waste time and money negotiating the acquisition of a liquidating business if the only valuable portion of the company is 2 engineers. That's what recruiters are for.

You would be surprised. Dropbox for one does these kinds of deals all the time.

That said they wouldn't care about anyone other than the 2 engineers and any designers on board.

It definitely happens. I don't think it makes sense for the buyer, but it definitely happens.

It's somewhat confounding but the simplest way to think of it is that's it's a really expensive recruiting play - it's positioned as an acquisition because:

1. There's real value to calling it an acquisition, to both the buyer and seller, though mostly to the founding team who can now claim they were "acquired" which is better than saying "I got shut down and got a new job somewhat related to the company I started." Buyer can also tout themselves as "consolidators" within an industry.

2. Usually, deals like this no more than $100K in additional cash will get pushed to founders and/or key employees each, which seems like a lot but assuming the founders and key employees are deemed REALLY good engineers, paying a recruiter for them could be upwards of $20K each, and if you treat the rest as a bonus it's not more than say, how much a 3rd year investment banker gets as a bonus, so it's expensive but not outrageous.

3. Investors want to say they have an "exit." The really confounding thing is why the investors would or should get any $$, though they often do. I understand the reasons (founders want to treat them well, the VCs may threaten a lawsuit if they are not), but it still seems pretty weird and unnecessary. I think it mostly has to do with companies having too much $$ and stock valued too highly =)

> The really confounding thing is why the investors would or should get any $$

Because they invested in the company and company was purchased? I don't understand why you'd think for a moment that investors wouldn't get any money from the sale of an asset they helped created.

if they are selling the product, yes, you're right. But if it's a true acquihire (which I was assuming..) and they are going to shut down the product and dump the IP, then it's basically just a really expensive hire no? In all the ones I've seen the real reason is (1) companies are willing to overpay and don't care who the $$ goes to and (2) founders really want to do right by their VCs. But I've also seen plenty of times where the founders can just tell the investors: "look, it's either we shut down or I take this job, but you get nothing - but if we call it a deal, we all look good, cool?" and the investors capitulate.

I got kinda sucked into this situation a long time ago..

You don't own the product and your stock is now worthless. Being unshakably loyal to a product you don't own and a company you don't own is undermining your negotiating power and is not in your best interest. Letting go of your attachments and making it clear you are comfortable with walking away is very important.

If the product is all in your head and would take a small army of code monkeys to maintain or expand otherwise, then you actually may be the only true salable asset the company has. Even though the negotiation is technically around the product, it's you who would be up on the auction block. If you walk away, they have nothing. That's your bargaining chip.

However, if they haven't already discussed a specific buyer who's on deck, I'd be skeptical that the business is even salable. Don't jump the gun on assuming they'll sell it as an acquihire, you may very well end up without a job very soon. I'd go out and start interviewing, it's a fallback if the sale never materializes and leverage at the negotiation table if it does.

Also the founders at best might get an employment offer from the acquirer, if they're lucky. You as the product mastermind however may be able to negotiate with the buyer for all kinds of things like extra cash, a good title, a 3 day workweek etc..

Was acqui-hired a couple years ago, and after that vetted several other acqui-hires on behalf of my new employer. A couple quick points:

Few engineers understand that their interests != the founding team's interests and negotiate hard against the founding team. The engineers that do, do much better for themselves. You need to own the possibility of being the asshole that ruins the deal for everyone, but reframe it. Put that decision in their hands. "I want to play ball, but I am burnt out and I need X for this to be worth all the stress and anguish." If they don't give you X, they're ruining it, not you. This "stress and anguish" argument is not bullshit. You have dealt with stress and anguish already, but realize also that there will be more. Two of the five devs on our team got acqui-hired and never made it to vesting because they got so disheartened. It could easily have been three or four. This is not as uncommon as you'd think.

You are saying that you want to leave early and the sale to be about the product, not the team, but you also want leverage. That makes no sense. You can't have it both ways. If the company is buying the product, you won't have a ton of leverage. If the company is paying you a high price, it's because they're buying you, and you're almost certainly going to have to swallow at least a year of vesting to get anything out of this. And that won't be a one-year vesting program, either -- it will be 3-4 years' worth of vesting and you'll be walking away at a year taking home the first big chunk but leaving a lot of it still on the table. This is stupid but pretty commonplace.

Feel free to e-mail if you want more specific advice. I've been through this recently and know a bunch of other people who have as well.

Acquihire is when a company buys a startup for the execution team and bins the product - but you're talking about the product still being valuable to the acquiring party. Sounds like an acquisition not acquihire.

So I know I need to get out in front of my management team before they make a deal I'll walk away from, but this is new territory for me and I have no idea what would be reasonable to ask for and what would get me laughed out of the room.

I'm also confused about this - the terms of the sale will ultimately be negotiated by the founders and the board, I doubt you will be involved. What you will get out of the sale will be based on your vesting schedule - there's no negotiation there you will just be told what has been agreed, and what your vest %age works out as (which could be cash, stock in acquiring party or both). And if the sale amount was low and there were liquidation preferences for the preferred holders, you might get nothing other than a job offer. Which brings me onto the part you can negotiate.

The acquiring party will want to meet with you to go over their individual retainment package with you as you join their company. They normally play it as a renegotiated continuation of your vest at the startup.

However, If it is an acquihire a key piece of information to try to find out is what your equity package would be if you joined off the street rather than through the acquihire. I've seen examples where the package isn't much better than off the street.

You should also go interview at another big company to find out what their offer would be. The reason is you want to try to negotiate a package that reflects both your labor going forward AND the rest of the value of the startup they purchased and so these data points are important to know you are getting a better deal than if you just walked off the street and applied.

Honestly, they often are not and so you might be better off working somewhere else than for a dead-end employer like Yahoo etc.

From my personal experience (dating back to the first .com bubble burst) principal developers are the part of the product. I worked for a startup that ran out of money (all 10+ mil of it) and was actively selling itself to anyone who might be interested. They brought in an interim CEO who was experienced specifically in this sort of wind-downs. They first trimmed all non-techies, then support, then sysadmins and then moved on to the developers. In the end the only people who remained in the company were the founders and two senior devs, me included. For 3 months we just showed up for work at 10, left at 4, collected the paycheck and worked on our own projects. That is, they paid us to be a part of the sales package.

Hire a reputable lawyer that can look over your stock purchase and employee agreements as well as give you general counsel on the situation. There are so many variables that it's really tough to answer your questions specifically. That being said most acquihires that I've seen tend to be for the team itself and not the product. It's a straightforward way for a company to buy a talented engineering team that's already worked together.

Depending on things like board control, voting rights, how the seed round was structured, etc. will determine most of the answers you are looking for. The term founder doesn't have a lot of legal meaning and if you have a sizable amount of equity in say restricted stock, that's what most people would call a founder. Something else to find out is your vesting schedule and what your triggers are for acceleration. Unfortunately if there are investors there is probably a clause that they get paid back first and acquihires aren't usually lucrative amounts but again it depends on all the specifics.

First step: make sure to have a plan B ready, before making any other steps in the negotiation process. Look for jobs similar to yours and that pay the same or better. From there, the situation becomes rather simple. If you walk away, the product will become abandonware and will take a big hit in value, say A dollars. Given plan B, walking away would cost you nothing at all. The maximum you can get from the new owners for staying on, is A dollars. The fair amount would be A/2 dollars. If you do not get anything at all, execute plan B and walk away.

> In hindsight I am very aware that this was a lousy situation to have put myself in, but here we are anyway.

Put it this way, even if you were a founder, you'd still be unlikely to raise an A round, and still be in this same situation. At the very least, hopefully you were collecting salary.

> So I know I need to get out in front of my management team before they make a deal I'll walk away from, but this is new territory for me and I have no idea what would be reasonable to ask for and what would get me laughed out of the room.

Meet with the founders, and state what you want. Even if it gets you laughed out of the room, it's what you want. If they're stand up people, they will have earned your trust through this process, given that you're the lead engineer on the companies product.

The reasonable expectation to set is that the board of the other company will have to approve acquisitions, and those that are non-standard, such as equity grants that have accelerated vesting options are harder to get through. With that in mind, you have to weigh your own leverage.

It's hard to believe that in this hiring climate that the acquirers are not interested in retaining engineering talent.

> How do I best stand up for my own interests here, without being the asshole that ruins the deal for everyone?

Ask for what you want. And if you don't get it, decide what you're willing to live with. If it's zero-sum, you can walk away and look for new opportunities. No one will fault you.

I've been through two acquisitions of small startups. Not sure if they would count as an acquihire but it was a technology/team transfer.

> what's the shortest transition-the-product-to-new-ownership period I can reasonably look for?

Not sure what you're asking. The day after the sale closes everything will change. You may get some time off I guess. How long will it take you to move your stuff to the new office location?

> Is there typically any short-term payout for acquired employees or will everything be in salary and slow-vesting options?

Yes there is typically a short term payout for key employees. both of the acquisitions I was involved in resulted in a large bonus up front but the majority of the total value is usually vested over time. In both instances, if I left before a year was out, I would have to payback the initial bonus.

> what's the likelihood I'd be allowed to remain in charge of my product vs having to execute on someone else's vision?

You will have technical ownership but you will have to execute someone else's vision. No doubts about this. It's what sucks about being acquired.

> When, if ever, is it appropriate for me to ask to be included in negotiations with acquirers?

Never, unless you are considered a partner/founder in the company. If you are considered an employee, then it's appropriate to negotiate your individual transition to the new company. That being said, don't underestimate your value to the acquirer. Product acquisitions are usually contingent on key employees agreeing to transfer to the new company. Therefore, don't accept their initial offer. You have leverage. The first acquisition I was involved in, the owner of the company agreed to transfer some of his proceeds of the sale to bonuses to employees so he could reach the tipping point with the number of employees that agreed to go to the new company. Don't overestimate it either (i.e. don't try and block the deal).

"Most importantly: how do I best stand up for my own interests here, without being the asshole that ruins the deal for everyone?"

You're one of the few people with the experience and know how to take the product quickly to whatever direction the new owners will want to take it. That's worth money.

That would be the angle I would play if I were you.

How much it's worth is a trickier question. Personally I think it's worth a premium, but only if your company doesn't have lot of people with the same expertise and assuming they want to keep developing the product.

If it's a pure acquihire situation, the product and your equity in it has no value. Your value is what value you personally bring to the company.

> When, if ever, is it appropriate for me to ask to be included in negotiations with acquirers?

Assuming you have a cordial relationship with the founders & investors-- volunteer to help with the process. Instead of an auction; can you short-list any companies that would make a solid, strategic match? Why they make sense? Can you find out who exactly the appropriate contacts are at those companies to engage in a potential deal dialogue? Demonstrate that you've put some thought into this and want to help. You may find yourself with a seat at the table. The higher visibility gives you more leverage.

How did you find this out? I ask because in every case I'm aware of no one except key people was even aware that they had decided to sell until the deal was done. So either you are a key person or the founders don't know enough to keep this to themselves.

I am a key employee; as I said I invented and built the product, and I'll be the one demoing it to potential acquirers.

Well it sounds like you are a pretty important player here and should perhaps be taking more of a role in the negotiations.

What is your definition of "significant equity stake"? Are you talking 1%? 10%? 30%?

Probably 1-5% if he's the first employee. Less than a percent if he's not unless he got awarded more later or they have an unusual equity situation. 30% is founder territory.

I'm not sure of the exact number but it's somewhere between five and ten percent of the company, in incentive options (I'm not the first employee but a large stake was a condition of my agreeing to join the company in the first place, and they've added to that in two later rounds for various reasons.)

Are you sure they added to it? Even if you got more shares they might be a diluted percentage. "I'm not sure" often means "I've already been screwed and I'm not yet aware of it"... I hope not in your case, but if you don't know the numbers, don't take for granted that they are in your favor (this is the sort of thing you learn from painful experience).

A perfectly valid, if somewhat ominous, point...

Also be aware that (assuming you have investors) the deal might be structured so that the investors get their money back and your stock options are worthless. Getting a high salary in the acquihire job offer might be your best option.

What is the size of the equity stake you received, roughly?

Assuming that your next job is going to be a founder the most important thing for you to do is to build and/or maintain a relationship with the VCs. Both the founders and the investors are going to want to maximize the sale price. you want to be on that team so that when the VCs have an company that needs a solid technical founder they think of you or if you start your own thing you have investors that you can call that already know you can build a product and not freak out while selling the company.

Trying to get at a "seat at the table" could mess that up.

Should a big buyer come along, I would recommend at least entertaining the idea of hunkering down post acquisition at some big company and just being an average employee. Find a new hobby, spend more time with your family during the week, disengage from your identity as a programmer.

If the acquihire is good there should be a nice retention package for you. Getting paid well to take it easy is not a terrible situation to be in.

As most people here point out, hard to say without more details. Here's the simplest practical advice I can offer: if you have any options vested and have not exercised, buy them immediately so that you become a voting shareholder. It will cost some $$ that you may never see back (tho hopefully very little, since angel-stage), but it will buy you some leverage. Even if it's a fraction of a percent, as a shareholder you can vote on the transaction and even though the founders / angels will have a majority and be able to push the deal through regardless, dissenting shareholders are always a major concern for buyer/seller in M&A, and so you can have some impact on the deal.

Most deals like this will be set-up to have key employees and founders work for buyer at least 18-24 months, and while I understand you don't want to do this the bottom line is in deals like this, developers like you, and your willingness to work on product integration, ARE the value so if you're unwilling to do that then there may be no deal, but more likely you just won't be able to realize very much of the deal's value since the buyer will set it up to make sure only people who stick around are compensated. Not much you can really do about that.

In fact, if you want to be machiavellian about it all, one play would be to make your founders and buyer believe that you REALLY wanted to work at buyer so that buyer got comfortable with putting more of the consideration upfront and not-tied to vesting - this would be somewhat dishonest IMO but people do it (I've seen it happen for $200M+ deals...). Contra, if you expose that you don't really want to work with buyer, they will certainly tie any consideration to vesting/earnout.

Best advice is be honest about what you want and ask for it (really the only people who can answer the rest of your questions are the founders and buyer - these are exactly the questions that get hammered out in deal terms), but also be empathetic and hear out why others might have different priorities - ultimately a deal like this is one team being absorbed by another team, all made out of people with divergent interests, so you just have to make compromises.

> Angel-funded startup isn't going to make it to its series A... The software has real value, good market visibility, and actual sales.

If this is the case, I'm curious as to why they can't raise an A-round but that's kind of beside the point...

Most of your questions are hugely dependent on the type and complexity of the product. My contact details are in my profile - feel free to drop me an email if you want to get more specific advice on a confidential basis.

> Is there any likelihood of an acquirer being interested in purchasing the product but not its developers?

Doubtful, particularly if they plan to keep selling the product. Even if you've documented the code fully, they'll almost certainly want you for your knowledge/experience/familiarity with it.

My advice would be to sit down with the founders, make them aware that you want to be kept in the loop (I would gently but firmly insist upon it), and let them know what your preferences are in terms of the post-acquisition requirements.

I reckon that you should also expect to be treated substantially the same as the founders in any deal.

So many variables.

First, the software can be sold without an acquihire and is not an uncommon route by traditional enterprises outside of tech (an asset sale). However, in general even in those cases the acquirer wants at least 1-2 key employees to help them through the transition. I have been though a couple of these with Public companies being the acquirer and am familiar with it. Also, if this was the route the startup would likely be required to pay investors first from the sale, and the chance you or anyone else gets anything is fairly low (so you want/hope for an equity sale not an asset sale).

In the end, you aren't a founder so in reality unless the founders are including you on the discussions you won't know for sure what is happening or being discussed. If the founders are good people (but maybe bad business sense), hopefully they will be fighting for their team. You did mention you have a significant equity stake, if it is large enough you may be able to get a seat at the table, depending on if it is options or granted stock and what class of stock it is etc. Also, part of this all depends on how many people are in the company and what the skill set makeup is like. e.g. 6 people total with 4 being devs is different than 6 people with 1 dev when it comes time to be acquired.

If the acquirer is a large firm with in place development and product management the chances of you staying in control of the product are slim long term. Short term you might have some say, 3-6 months, but longer term you likely will not. That isn't to say you couldn't, but the odds are against it generally speaking. The smaller the acquirer is, the better the chance you get to stay in a more controlling spot.

As for what to do to protect you, don't try to sour the deal, but make sure that you negotiate what is fair to you. I'd stick out the acquihire if the deal was reasonable, you may have to stick around for 12 months or so but for that you may get a small amount of stock or cash. I have not ever done this part, so others here are probably a better source of information.

> I know I need to get out in front of my management team before they make a deal I'll walk away from

I don't think so. Whether you walk away from the deal is not their problem; it's the acquirer's problem. The founders can't write a sale contract that promises that you will do X, Y, and Z; all they can sell the acquirer is the company's assets.

It's with the acquirer that you will have some negotiating leverage. If they're smart, they'll bend over backwards to make you happy. Alas, not all acquirers are smart; but if they're not, that's their problem, not yours, and not your founders'.

> ...I'm kind of done working for other people at all at this point

> I have no idea what would be reasonable to ask for and what would get me laughed out of the room.

What's so bad about being laughed out of a room you don't want to be in?

> Most importantly: how do I best stand up for my own interests here, without being the asshole that ruins the deal for everyone?

First figure out what you need to make it work, and then be up front about that with everyone. Be stable, straightforward, and stick to your position. Have a clear idea of your plan B (which could be 3 months of travel, for example).

Be polite but absolutely, positively willing to walk away.

As long as you stay stable and polite you won't be an asshole. This is your life, you don't have any obligation to be a "nice guy" and take a shitty deal just so that other people can make money or save face.

Do not keep silent until after a deal is done, because by then, it will too late to change it.

Start talking to the founders now (they will be the ones negotiating). Communicate your "preferences" early. For all you know, they might be telling potential acquirers that "the entire engineering team is committed to seeing this product through at its new home, so no problem signing up everyone for another 4 years again". If that's not ok with you, they need to know now.

What would be your title once you've been acquired (or if you went out and got a job)? Dev, Product Manager, or something else? And how many other engineers does your current team have?

As others of mentioned, the most valuable asset here is most likely the engineering team + founders (since you're headed into an acquihire), not the product/customers.

It's not like I have a lot of experience in this (and the UK may be different), but:

> what's the shortest transition-the-product-to-new-ownership period I can reasonably look for?

Whatever you can get away with, but a small number of years is what I'd call "normal".

> Is there typically any short-term payout for acquired employees or will everything be in salary and slow-vesting options?

The latter - the whole point is to try to get you to stick around, after all.

You can expect to get a good price for your (non-option) equity immediately though.

> Is there any likelihood of an acquirer being interested in purchasing the product but not its developers?

If the product is profitable, then yes, but they will certainly want the developers for a transition period.

> Assuming I do stick it out as an acquihire, what's the likelihood I'd be allowed to remain in charge of my product vs having to execute on someone else's vision?

How good are you at office politics? There will be people above you, unless and until you can get yourself promoted above them. Your working relationship with your boss is what you and they make it. By all means try to find and sound out the person who's going to be in charge of you, but realistically the acquirers probably don't know themselves who'll be running your division in 3 months' time.

> When, if ever, is it appropriate for me to ask to be included in negotiations with acquirers? Most importantly: how do I best stand up for my own interests here, without being the asshole that ruins the deal for everyone?

Honestly, any deal is going to be about the (monetary) interests of equity holders. The current owners have nothing to gain from treating the employees well and will not negotiate particularly well for the employees' interests (and why should they?). The acquirers will give the employees whatever terms they think are in their own best interests - which may include some form of slow-vesting golden handcuffs, but that will be determined solely by how much they (the acquirer) want you to stick around.

As an employee you don't even get a seat at the table - you get what's in your contract with your current company, plus whatever you personally negotiate with the acquirers. By all means negotiate that, but that's for after the sale is agreed, and treat it as what it is: an employment negotiation with an entirely new company. Remember you can always walk away.

As a shareholder, on the other hand, the board should be representing your interests as a shareholder. But that probably boils down to selling the company for the highest price possible, which is what they'll be aiming for already. So I don't see any real value in inserting yourself into that negotiation.

You call it your product? Did you meet with the customers? Did you build it in a complete vacuum? Is it completely unrelated to anything anyone else in the company was building? Did you pay your own salary? Probably not in all cases. You probably benefited from the context of the company that you're in. It's the company's product, not yours.

"Most importantly: how do I best stand up for my own interests here, without being the asshole that ruins the deal for everyone?"

Simple, don't try to ruin it for everyone as your negotiating tactic. Why would you want to do that? And absolutely no one expects you to be a slave or to accept offers sight unseen. That's ludicrous and weird if you expect that is what people are thinking.

If you don't like the offer, don't take it. If you like it, great. It is as simple as that. That being said, if you think that's a possibility I seriously suggest you have a great back up plan ready (another job offer, lots off ideas you want to pursue on your own and money in the bank, etc).

One thing you need to remember, is that while you are valuable as an individual contributor, the founders are valuable for being able to attract and lead individual contributors of your calibre. Believe it or not, the latter is far more valuable than the former.

This is why when you take a job, you really want to take a job working for people you really respect and admire, because they get a portion of credit for everyone that works for them. And there is nothing more soul destroying than someone getting credit for something you've done that they don't really deserve..

> You call it your product? Did you meet with the customers? Did you build it in a complete vacuum? Is it completely unrelated to anything anyone else in the company was building? Did you pay your own salary?

I don't wish to be argumentative about this, but the answer to all of those questions except 'did you pay your own salary' is yes. I know quite well it's not my product in the sense that I own it; my legal ownership is that of my equity stake and no more. But in the "I made this" sense, yeah, I do feel just fine calling it my product.

> don't try to ruin it for everyone as your negotiating tactic. Why would you want to do that?

I don't want to do that. That's exactly why I'm asking this question. I am very much aware that if I don't like the deal and walk, I am free to do that, and I am equally aware that if I do that everyone loses: me, the founders, the angels, and the other employees.

I've been in successful startups and I've been in failed startups. Back-up plans are not a concern, I could walk and be just fine, personally. But I've never been in an acquisition before, and never in such a prominent role -- so I'm trying to get a sense of what expectations are reasonable and what aren't so that I don't accidentally screw everyone over by expecting too much, or get taken advantage of / end up in an unhappy situation by expecting too little.