
Acceleration and acquisition - exicer
I am currently considering an offer from an early stage startup, and am trying to understand how acceleration works in practice.<p>The offer says that on change of ownership, my shares will fully vest. I also know from speaking with the founders that an acquisition is something that they haven&#x27;t discounted.<p>Assuming the point of an acquisition is basically to hire the team, how can it work if acceleration is given as standard on the contract? Is there some lawyer-y way around it? Is there direct negotiation with key employees? By including this, have they effectively removed an acquisition as a possible exit?
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troydavis
One totally transparent method is for the acquirer to pay relatively little
for the company, and provide most of the benefit as compensation or retention
bonuses. Directors of the selling firm have a fiduciary duty to do what’s best
for all shareholders (and can’t legally accept a deal that benefits them at
the expense of minority shareholders), but if the seller doesn’t have a viable
business and only receives 1 acquihire offer, there’s no reason to expect it
to be strong, particularly if the seller is out of cash.

That’s not a lawyer-y way around the cap table, it’s that the company’s value
is minimal.

Another possibility is that they’ve taken outside capital and those
shareholders purchased “preferred” shares with a liquidation preference. If
that’s the case, they’d get their investment principal back before common
shareholders (which includes holders of exercised options) received anything.
If the company is out of cash and accepts an offer for less than was raised,
common shares may be worthless.

If this sounds like a tough situation that can easily lead to conflicts of
interest, that’s about right.

Acceleration is a meaningful clause to receive and may even end up making a
difference, but it won’t make the shares more valuable than the business
actually is and it won’t get around the buyer’s intent.

