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Sunday, July 14, 2024

How to ensure an ethical acquisition for your startup

When you build a startup, the best shot you have at seeing a big payday is becoming an acquisition. Sure, a handful of startups end up going to IPO. But the likelihood of acquisition beats your chances of going public by a ratio of 10 to one.

Unfortunately, the exciting possibility of an acquisition leads new founders to make all kinds of mistakes. They end up losing out on much better deals, huge sums of money and even years of their lives stuck in post-acquisition work that they can’t stand.

I know this from experience. In my early days as an entrepreneur, I ran into some of these pitfalls. In my work advising founders over the years, I’ve had many founders come to me too late, after they’d already fallen for some investors’ unethical practices.

And since my company, Awesome Motive, has acquired numerous small businesses in ways aimed at helping them grow, I’ve seen that founders can take steps to ensure ethical acquisitions with founder-friendly terms. When they do, everyone comes out ahead — including the acquiring company.

Here are some tips to watch out for when considering an acquisition, and how to protect yourself.

Keep proprietary data hidden

One of the most unethical things some investors do, oftentimes in private equity, is sensitive information mining. They convince you that they’re so excited about the possibility of acquiring your startup for a big figure, but first need to “learn more” about how you operate. At the same time, they may secretly have another company in their portfolio that’s considering offering similar solutions to yours, so they bait you into giving up your intellectual property and proprietary trade secrets.

An acquiring company should be able to look at your revenue, costs, and other basics to offer a fair valuation without needing access to any of your secret sauce.

Yes, you can have them sign an NDA and guarantee that they will delete any information and not share it with others. But they can’t delete it from their own brains. They can take what they learn from you and apply it elsewhere. I fell for this. I was a new founder and didn’t know any better.

An acquiring company or group should be able to look at your revenue, costs, and other basics to offer a fair valuation without needing access to any of your secret sauce. Don’t let them see internal processes and other proprietary information until the sale has gone through.

Keep deals simple — especially the terms

One of my mentors told me, “You name the price, I name the terms, and I will always win.” I’ve seen this truth play out for founders all too often. They request a big price for an acquisition, which the other party seems to accept. That figure then goes high up in the contract, which makes it feel real.

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