The first conversation with a target CEO shouldn't focus on the deal. Instead, focus on their personal story to uncover their core motivation—money, legacy, or team success. This "why" provides the key to framing the acquisition in a way that resonates with them and dictates the entire negotiation strategy.

Frame a significant valuation increase between funding rounds by identifying the core assumptions of the business model. Then, demonstrate which of those assumptions have been proven true, thereby de-risking the investment and justifying the new, higher valuation.

While first-time founders often optimize for the highest valuation, experienced entrepreneurs know this is a trap. They deliberately raise at a reasonable price, even if a higher one is available. This preserves strategic flexibility, makes future fundraising less perilous, and keeps options open—which is more valuable than a vanity valuation.

The first question in any fundraising or M&A discussion is always, 'What was your last round price?' An inflated number creates psychological friction and can halt negotiations before they begin. Founders should optimize for a valuation that allows for a clear up-round, not just the highest price today.

When a VC asks your valuation, do not give a number. It's a trap. If your number is too high, you risk them passing; if it's too low, you've capped your own upside. The correct answer is to state that you're letting the market decide, forcing them to compete and set the price via term sheets.

Instead of focusing on transactional details, Milliken's M&A lead connects with founders on an emotional level. By understanding their ultimate vision, he frames the acquisition as the fastest path to achieving their dream, a question that has proven highly compelling and effective in closing deals.

To justify a high acquisition multiple, a founder must prove the business can operate without them. A powerful tactic is showing an acquirer your calendar to demonstrate that a majority of key clients are managed by the team, not the founder. This de-risks the acquisition and proves the company has true enterprise value.

A deal with two founders was about to sign when the less-committed founder hired an independent valuation firm. The firm provided an unrealistically high valuation, which he used as justification to kill the deal. Acquirers should address founder reluctance early, as emotional attachment can override a logical deal process.

Effective negotiation avoids getting bogged down in details initially. Instead, focus on reaching a high-level agreement on five key pillars: valuation, capital structure, governance, strategy, and exit plan. Only after this framework is set should you dive into the details.