Veteran dealmaker Andy Cohen argues against a "win-at-all-costs" mentality in M&A. True success, particularly in tech deals where talent is key, comes from ensuring the acquired team feels the outcome is fair and their future is promising. If one side feels they lost, the integrated entity will fail.

An earn-out is a tool for alignment, not just a financial hedge. If a target company is on track to miss its earn-out targets, a savvy acquirer will proactively renegotiate the terms. The long-term value of retaining and motivating the key team members outweighs the short-term financial gain of a missed payment.

Large companies rarely make cold acquisition offers. The typical path is a gradual process starting with a partnership or a small investment. This allows the acquirer to conduct due diligence from the inside, understand the startup's value, and build relationships before escalating to a full buyout.

To sell a company from a position of weakness, first secure a strategic partnership. This creates dependency and leverage, reframing the eventual acquisition talk around a proven, shared success rather than a failing business.

When pursuing a distressed company, understand the investors' intrinsic motivations. They often prioritize avoiding a public failure and protecting their reputation with LPs over recouping sunk capital. Frame the deal as a success story for them, not a fire sale.

The firm requires sellers to roll 20-40% of their deal consideration into the acquirer's equity. This is a critical screening tool that goes beyond financial alignment, acting as a 'put your money where your mouth is' test to ensure sellers genuinely believe in the combined company's future vision.

When investors who previously wrote off your startup try to maximize their return at the team's expense during an acquisition, use a co-founder negotiation tactic. One founder can play the 'bad cop' who is unwilling to concede on team retention terms, shielding the team's financial outcome.

The common advice to wait for an inbound acquisition offer is often pushed by VCs whose incentives are to chase massive, fund-returning exits. This advice misaligns with founders, who may benefit from a proactive selling process that secures a life-changing, albeit smaller, outcome.

Granting a full co-founder 50% equity is a massive, often regrettable, early decision. A better model is to bring on a 'partner' with a smaller, vested equity stake (e.g., 10%). This provides accountability and complementary skills without sacrificing majority ownership and control.