How to Structure an Acquihire Deal in the AI Talent Race

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. ____________________ 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. ____________________ 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