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How to Structure an Acquihire Deal in the AI Talent Race

M&A Science

Release Date: 07/29/2026

How to Structure an Acquihire Deal in the AI Talent Race show art How to Structure an Acquihire Deal in the AI Talent Race

M&A Science

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...

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Your standard teaser tells a buyer everything about your company and nothing about why you fit their strategy right now. When sellers expect the buyer to figure out that alignment, the deal dies on the desk. Andrew Morbitzer has led more than $2 billion in acquisitions at Intuit and GoDaddy, worked on the sell-side as an M&A advisor, and returned to the buy-side as VP of Corporate Development at Life360. What You'll Learn Why do corp dev teams default to no on inbound deals before the first conversation How banker incentives and buyer incentives point in opposite directions How to...

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Buyers who mistake a high LOI bid for a winning strategy are easy prey for sellers who know the growth equity playbook. Jeremy Segal's position: precision at the LOI stage is a stronger differentiator than price. Jeremy Segal is EVP of Corporate Development at Progress (NASDAQ: PRGS), a publicly traded software company that has nearly doubled revenue through M&A, from under $400 million to nearly $1 billion. He has closed roughly 50 acquisitions across his career at Progress, LogMeIn, and Akamai. How do you build a cost-optimization model before LOI for lines you know you can execute?...

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The people who leave post-close are usually the ones the deal depended on. Which means the problem starts with how you read culture before LOI and whether financial incentives are the only retention tool you are building with. Haseeb Jawad heads corporate development at Commvault, running a lean team with full accountability from sourcing through integration. He has led two to three acquisitions per year across multiple companies, sat on both sides of a transaction, and serves as his own IMO lead. The signals that tell you a deal will lose people are visible from the first founder...

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, , , , , , , and Eight deal professionals share the M&A moments that never make the CIM. A birthday cake in a management presentation that confirmed a culture fit and influenced a bid. A buyer who died before close, forcing a nine-month restart from scratch. Eight years of customer revenue data on a 1980s IBM that management claimed did not exist. A target quietly heading toward Chapter 11 while diligence was underway. Unexpected events mid-deal are not exceptions. They are the deal. How you read them is what separates experienced practitioners from everyone else. What You'll Learn:...

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, , , , and Winning a banker-run auction at 5% under the highest bid. Closing a deal when co-sellers have not spoken in months. Getting through 22 countries of employment complexity with a client who refused to work with EOR providers. Acquiring a Netherlands-based public company and discovering the due diligence documents were in Dutch. These are the problems that no playbook prepares you for. Four corp dev professionals share how they handled them, and what it cost when they got it wrong. What You'll Learn  How to win a competitive auction when you’re not the highest bidder What...

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Lagercrantz Group has completed 90+ acquisitions over 20 years and never sold one. CEO Jörgen Wigh runs 85 niche B2B companies under a 22-person headquarters with no integration, no exits, and no value realization targets. This is Part 2 of 2. , while Part 2 is the operating culture. Jörgen gets into how 85 autonomous companies are governed without a matrix structure, why this model exists almost exclusively in the Nordics, what makes a founder walk away from a signed deal twice, why Lagercrantz deliberately targets a 10% failure rate, and what he would do differently starting from scratch...

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Jörgen Wigh has been CEO of Lagercrantz Group (STO: LAGR-B) for over 20 years. In that time he completed 90+ acquisitions, built a portfolio of 85 niche B2B companies, and delivered 15 consecutive years of record earnings per share. No capital raises. No forced integration. No exits. The Nordic compounder model has quietly outperformed global markets for decades, and Lagercrantz is one of the longest-running, most disciplined examples of it in operation. In Part 1 of 2, Jörgen walks through the deal model behind that track record.   What You'll Learn How Lagercrantz finds...

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More Episodes

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.

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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.

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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