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The Corrosive Downside of Acquihires

Mark Suster on why trying to win the "war on talent" is a losing battle.
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For the past five years or so Google, Facebook and a handful of tech industry giants have been quietly buying scores of early-stage startups for their talent. And to keep up with the Jones's it seems that Yahoo! has now employed the same strategy.

And who cares, right?

A couple of tech giants throw millions around in either cash (for which they have hoards) or part with some publicly traded stock. And a few teams of super talented, educated and bright entrepreneurs make a few mill. in their 20s. What could be more capitalist than that?

It has even gone so far that we now have evocative headlines in the tech press such as "Buy or Die," which is what got me thinking about this post.

We've been here before--trust me. Every era has its own amnesia for M&A gone wild.

In the end, it doesn't really matter. It's not some big tragedy on a grand scale. But the press (and I suspect many of the senior execs of these companies) don't really explore the corrosive downside of these acquisition.

So I thought I would.

Buy. Or Die.

Really?

If I don't commit to millions of dollars of acquisitions I will … die? I'm supposed to believe that my best innovation can only come from scores of startup founders who just made millions and have now become CVOs at my company? (Chief Vesting Officers)?

Meh.

The Aqui-hire Business

Many buying companies price these deals on the basis of $1 million per engineer on the team for an early-stage deal. And they might give a premium if the team has been around a longer period of time, has built some hard-to-build proprietary technology or has some customer traction.

Usually the location of the engineers matters great so having offshore engineering makes acquihires unlikely.

Let's assume an early-stage company around for two years with limited traction. It is probably purchased in the $5 to $15 million range even if you see higher numbers in the press.

Almost certainly the startup would have raised some capital. Let's assume $2 million in seed money.

If the money comes from professional investors it usually has a "liquidation preference" meaning that their money comes out before the founders or common stock. (If you don't know venture economics--there is an overview here.)

While at initial glance this sounds unfair, when you think about it -- it doesn't. If you give $2 million for 20 percent of a company ($8 million pre + $2 million investment = $10 million post-money valuation) that has no product and no customers and it turns around three months later and sells for $5 million it would hardly be fair for investor to get $1 million back (20 percent of the proceeds). That's why liquidation preferences exist -- downside protection.

After the liquidation preference the founders (probably one to three people) are likely to get 90 percent of the remaining proceeds and the staff -- those engineers that the acquiring company so desperately wants -- would ordinarily receive a very small proportion.

I talked about the math of this in this post, "Is it Time to Learn or to Earn."

Mark, doesn't the acquiring company mostly care about the super innovative founders? Those one to three you're talking about?

If they do, then they're naive. And most buyers aren't. Most founders stick around for their lock-up period--one to two years--before going on to found their next company.

Think about it -- they were the ones most willing and most able to take risk in the first place. They founded their last company with no money in their pocket. Now they get to go out and try again with $2 million in their pockets plus the credibility of having just gotten a big W.

Most founders stay the least amount of time they can.

I know the buyers try the best to believe that [insert well known founder name here ... David Sacks, Max Levchin, Dennis Crowley, Keith Rabois] will stay and help lead their company in a totally new direction. But evidence suggests otherwise.

So the buying company usually wants to pay $0 for the company. And wants to structure a huge payout for the employees that will remain. That way investors (dead money for the buyer) and founders (flight risk) don't get all the spoils while the faithful staff who will stick around get nothing.

And precisely because buyers usually prefer to have limited money go to investors -- investors almost always have the ability to say "no" to transactions in the terms of their funding documents (aka "blocking rights").

And that is the tension in the acquihire -- What is the purchase price for the company? What is the "earn out" if the acquired company hits some performance targets? What is the amount of money set aside for staff retention? And will investors allow a deal to happen in the first place?

The numbers you see announced in the press for deals are hardly ever right.

OK, Mark, we get the mechanics. But what is so corrosive about this?

Why Acquihires Hurt the Acquiring Company

How about if we look at it from the "rest of company" perspective?

You have been at Google, Salesforce.com, Yahoo! for years. You have worked faithfully. Evenings. Weekends. Year in, year out. You have shipped to hard deadlines. You've done the death-march projects. In the trenches. You got the t-shirt. And maybe got called out for valor at a big company gathering. They gave you an extra two days of vacation for your hard work.

And that prick sitting in the desk next to you who joined only last week now has $1 million because he built some fancy newsreader that got a lot of press but is going to be shut down anyways.

What kind of message does that send to the party faithful who slave away loyally to hit targets for BigCo?

I'll tell you what is says.

It says if you want to make "real" money -- quit.

Go do a startup. Get some famous angel or seed money. Get yourself in a big demo day competition. Woo the press. Hire legions of young, impressionable graduates from the top engineering universities. And then come back and sell me your company.

I know many rank-and-file employees. I've had the chats with them. You rarely meet people who don't resent the scores of entitled acquihirees of their company.

Does Yahoo! et al really have to keep up with the Jones's to build its future?

For the 200 new employees they'll get through acquihires do they unleash 2,000 unhappy existing employees? Sure, most won't quit. Because they know that it's not a slam dunk to start a business and get acquired. But the most talented of those 2,000 will.

What if the $100 million you're going to spend trying to win this alleged "war for talent" instead went into big retention plans to keep your most talented employees.

You can't "Roll Out the Red Carpet When Your Best Employees are on the Way Out the Door" as I wrote in this post. So why not announce big, hairy audacious goals on recruiting the best mobile talent with sign-on bonuses and retention plans? And reward your existing top 10 percent of employees handsomely.

I'll bet the ROI would be higher than acquihires.

Acquihires and Venture Capital

I'm a VC. I know I'm supposed believe in acquihires to bury my investments that aren't working.

I would never discourage any teams of people I'm working with against early acquisition if they felt it was in the company's best interests.

But that's not how you make money in the venture capital business. You make money by backing winners that build real businesses.

I look for entrepreneurs who set out on their journeys to do exactly that--build big businesses. Change industries. Not looking for quick flips.

And on many occasions I have passed on deals where it was clear that the founding team was over-optimizing the deal structure to focus on a quick exit.

When I have great teams with products that are taking longer to show traction than they or I would like, I usually spend time trying to figure out how we can build a better business versus selling early.

I don't blame entrepreneurs who go for an early exit when it comes up. To the contrary. On many occasions where I've met with teams of people in whom I've never invested I've encouraged exactly that -- an early exit at a "small" price. Because if your business isn't working or isn't likely to work, it's obviously better than running into a brick wall or over-capitalizing yourself.

And, of course, many small acquisitions work for the buyers when there is a clear strategy for owning the asset or a clear alignment with the team you're acquiring.

But as a repeatable strategy for large companies to try and compete with each other it still strikes me as a wasteful strategy. And few in the press are willing to call this out.

Sarah Lacy did. It's why I love reading her writings -- she's one of the few remaining journalists in the tech sector (along with Kara Swisher and a few others) who have been around long enough to have earned their critical eyes or cynicism.

She wrote this excellent piece last year called, "The Acqui-hire Scourge: Whatever Happened to Failure in Silicon Valley."

And I thought I'd finish with a quote from Sarah:

"Allowing entrepreneurs -- and their investors -- to save face by saying they were "acquired" instead of failing is nice, but it's a bit like the pre-schools where everyone wins a trophy for showing up."

Last updated: May 20, 2013

MARK SUSTER | Columnist

Mark Suster is a two-time entrepreneur who has gone to "the dark side" of venture capital. He joined GRP Partners in 2007 as a general partner after selling his company to Salesforce.com. He focuses on early-stage technology companies. You can find him on Twitter @msuster.




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