Article · 14 min read

The Acqui-Hire Is No Longer a Distress Sale

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This is the clearest breakdown of where the money and the IP actually go in an asset sale versus a wind-down, so you can see who wins in each path before you pick one. It shows how consideration splits between the company (which flows through the cap table to investors) and the team (retention packages that do not touch investors), and it walks named deals (Inflection returning investors 1 to 1.5x, Windsurf's team-and-license structure) so the abstract becomes concrete. Critically, it flags the trap: if too much value is routed to the team around a 1x liquidation preference, investors can allege you diverted value, so a soft landing done carelessly can end worse than a straight shutdown.

• Deal value splits into company consideration (goes to investors via the cap table) and team retention (does not); the split decides who actually recovers anything
• A 1x liquidation preference means investors get paid first, so a small headline price with big team packages can leave them with a token sum and a lawyer's letter
• IP moves as an asset sale or a non-exclusive license; how you assign or license it is what a buyer is really paying for, so keep it clean and unencumbered