创业与商业paulgraham.com编辑精选
别和公司发展部门谈
Don't Talk to Corp Dev
2015 — 2021，它一次次回到首页
黑点是上首页（≥ 50 分）的那次投稿，空心点是没冲上去的投稿，点越大分数越高。
导读
这是 Paul Graham 的一篇经典随笔，劝创始人不要轻易和收购方的 corp dev（企业并购/商务拓展团队）接触。他指出这类谈判往往不是平等的：对方用拖延和时间消耗把你拖到心态疲惫，让你从“他们想买”变成“求他们买”，甚至在最后关头压价、以洽谈为名套取技术和商业机密。文章强调，除非对方很早就开始谈具体数字，否则这类会面基本是浪费创始人的时间。
为什么经久不衰：它点出了创业者在面对大公司时最容易被消耗的软肋，十几年来被无数创始人用亲身经历印证，是并购谈判前值得先读的一课。
HN 评论精选
创始人最容易在被收购的幻想中被消磨议价能力，最终接受低价加 vesting 绑定等苛刻条款。
创始人创造了价值，然后想把它变现，但创业成功的路径远非坦途，所以创始人很容易被操纵，而最脆弱的时刻恰恰是他们以为大公司想收购自己的时候。我见过太多次：创始人和潜在收购方来回谈了好几轮之后，就屈服于低价和苛刻条款。这个过程是怎样的？他们开口要自认为应得的价，拿到的报价远低于预期；因为已经把精力都押在可能的退出上，他们再去探别的渠道，发现没人马上感兴趣；接着收购方高压催促，限时成交，否则报价作废；于是他们开始权衡继续走不确定的路的风险，并对比进入大公司后拿稳定薪水、不再承担创业风险的美好图景。到这一步他们已经被钩住了，然后细节才浮出水面：那 1000 万美元（或别的数字）即便不高，创始人也得靠在大公司工作若干年、重新 vest 股权才能全部或大部分拿到；而他们有没有防解雇、防股权作废的保护？基本没有——公司政策不允许……
grellas查看英文原文
Founders build value and then want to realize upon that value. But the typical road to success in the startup world is far from easy. Therefore, founders are vulnerable to manipulation and one of their softest spots is precisely the time when they think BigCo wants to acquire them. I can't tell you how many times in these cases founders have caved to lowball offers with horrid terms once they have gone multiple cycles with the prospective acquiring company. How does this happen? They ask for what they think they deserve and they get an offer far below that. Having concentrated their efforts on a possible exit, they sound out other channels and find there is no immediate interest. They are then high-pressured by the prospective acquirer to do the deal on a short fuse or the offer will go away. They then begin to contemplate the risks of continuing down the path of uncertainty and begin to contrast this with how nice it will be to continue the effort under the rubric of BigCo, where they will draw a steady salary and no longer have to deal with entrepreneurial risks. By this time, they are hooked. Then the details come in. It turns out that, low as that $10M (or whatever amount) was, they as founders will have to earn all or a significant part of it all over again by having to vest their interest over xx years once they begin working with BigCo. Do they have protection from termination and the possible forfeiture of their interest? Well, no, not really - company policy forbids this. So, if they want the deal, they will just have to take their chances and, if BigCo terminates them early, that is just the risk they take. What about elimination of risks? Well, here they must represent and warrant that certain things are true as of the date of closing on the acquisition. For example, they must warrant that their IP doesn't infringe. OK, fine. But what does this mean? In a typical blanket warranty, it means that, if you sell your company and you know you haven't done anything whatever to steal code or otherwise compromise its integrity, you still bear all the risk of financial liability if someone later comes along and asserts, say, a patent infringement claim against your IP. With a multitude of trolls infesting the world these days, this is of course possible. What does BigCo say about this? It puts on its official corporate suit and weightily intones that it expects founders to stand behind their IP and will not allow them to hedge responsibility for it. Therefore, it doesn't matter that you didn't know about the potential infringement claim - if it hits, you pay the price for any liabilities and for any attorneys' fees in defending against it. Is there a cap on this? Well, maybe, but at a high level (e.g., 50% of proceeds received on the deal). As a founder, you wind up agreeing to this once you are committed to the deal because, after all, it is not likely to happen. But as to uncertainty and risk? Well, that still belongs to you on some pretty important issues. And this is just one issue. The point is this: once you as a founder start to rationalize, there is no bottom. You have rationalized that you can live with the low price. You have accepted the liability risk. You have accepted the renewed vesting terms without protections. Maybe you also agree to an outsized holdback on the purchase price. And who knows what else. The point is, by this time you are fried. You have no will to fight back. You have no leverage. You are stuck with the wishful thought that it will nonetheless be great to be working for BigCo and to have a chance to continue to realize your dream, even if it does involve some serious compromises. I have witnessed this sort of thing for years and it always comes about when founders deal with professional acquisition teams from a perspective of relative weakness. They suck you in and then you need to fight like hell to get back into a mindset where you can tell them to take a hike. Most founders in this po…
尽调实为情报搜集；不感兴趣就极简回复拒绝，感兴趣也要分手费、NDA 和禁止挖人条款。
我以前是投行，经常和 corp dev 的人打交道，PG 这篇文章说得完全对。还要补充一点：尽职调查过程对大收购方来说是一次情报搜集的盛宴。他们拿到的东西可能对你无害（比如员工股份和薪资数据，让他们了解早期公司薪酬水平，方便去别的公司挖工程师），也可能有害（看到你的私有信息，并据此采取损害你业务的行动）。我的建议是：被 corp dev 找上门时不仅要说“不”，而且要用十个词以内说完——回复就写“No, not interested. Sorry”，不要问候、不要客套、不要签名。你不会伤到他们的感情，而写长了只会给他们开启一场消耗你时间和精力的对话的机会。如果你确实有兴趣，我要求分手费、措辞强硬的 NDA，以及禁止挖走你员工的 non-hire 协议。最后也要考虑：如果员工得知公司曾探索过一桩最终告吹的收购，对士气和长期目标感的打击通常不小。
leroy_masochist查看英文原文
I used to be an investment banker and dealt with corp dev guys (gendered pronoun used intentionally and accurately) all the time. PG's article is spot-on. One additional thing to note is that the diligence process can be an intelligence-gathering bonanza for a larger acquiror. The information they glean can be either harmless to you (data points on employee shares/salaries allows them to build knowledge of early-stage compensation, which is very useful when poaching engineers from other companies) or harmful to you (they see your private information and act on it in a way that damages your business). For what it's worth, I would advise people approached by Corp Dev types to not only say no as PG suggested, but do so in 10 words or less. The email response should be "No, not interested. Sorry" -- no greeting, no pleasantries, no signature. You won't hurt their feelings and a longer email is just an invitation to them to start a conversation that is going to suck up your time and energy. If you are interested I would demand a break-up fee as others here have noted, as well as an aggressively worded NDA and a non-hire agreement that stops them from poaching your employees. Finally, I would also consider the effects that knowledge of an explored-but-abandoned acquisition would have on your employees' motivation if they found out. Generally not good for culture and/or long-term goal orientation.
亲身经历：大公司以洽谈为名拿走技术细节后自己做，或长期吊着你，除非很快谈数字否则别谈。
作为新手创始人，我和合伙人曾与两家排名前八的科技公司的 corp dev 谈过。回头看，我觉得他们根本就没打算收购，尽管每次都在我们身上花了好几个月。我们本不该和他们谈，但如前所说，我们当时不懂行。其中一家基本上是让我们用六个月时间通过 demo 把技术反向拆解给他们，然后突然断了联系。后来小道消息说他们决定自己做一版，而且做出来了。结论大概是：他们对好几家竞争对手都这么干，只挑好的拿走。我们熬了很多痛苦的失眠夜，跟着他们的技术团队干活，还误以为能有个漂亮的退出。不到半年又来一家，也是大公司（不过在走下坡路）。所谓“交往”期间他们给了我们一堆 API 的免费使用权，别的什么也没发生，或者说发生得极慢。结论是：他们并不认真，只想把我们吊着。后来我们和 VC 聊（是的，很晚才聊），他们笑我们天真，给出的建议几乎一样——别做。除非对方在签 MNDA 之后很快、非常快地开始谈数字，否则别做。
nkozyra查看英文原文
As neophyte founders, my partner and I talked to Corp Dev of two top 8 tech companies. In retrospect, I don't think either had any intention of acquisition despite spending months at a time with us. We shouldn't have talked to them, but as I said, we didn't know what we were doing. One of them basically had us reverse engineer our stuff through demos for six months and then abruptly ended contact. We heard through the grapevine they had decided to develop their own version, which came to fruition. The takeaway is they probably did this with a few of our competitors and simply took the good stuff. A lot of awful, sleepless nights working with their tech team under the misguided impression we'd see a nice exit. The next one came not six months later, another one of the big (although aging) ones. As part of the dating process they gave us free access to a bunch of their APIs but nothing else happened or happened incredibly slowly. The takeaway there is they weren't serious, they just wanted to keep us on the hook. When we talked with VCs later (yes, later), they laughed at our naïveté and offered essentially the same advice - don't do it. Don't do it unless someone is talking numbers, very, VERY soon after the MNDA.
反驳“一概不见”：corp dev 团队好坏差别很大，应忽略品牌、先像考察陌生 VC 那样考察具体的人。
我在两家大企业的 corp dev 边上（不是里面）工作过，也有过一家创业公司被 corp dev 收购。Paul 把话说得太绝对，以至于变成了糟糕的建议。就像有好 VC 和坏 VC，也有好 corp dev 团队和坏 corp dev 团队。很多创始人犯的错误，是把品牌的质量和 corp dev 团队的质量混为一谈。最好的做法不是简单粗暴地“永不见 corp dev”，而是无视品牌光环，先把 corp dev 团队当成一个不知名的 VC 来对待：做点功课，问问其他创始人和他们打交道的经历。我在 corp dev 桌子的两边都坐过。和 VC 一样，确实有很多人会浪费你的时间，但也有很多人非常乐于给建议、做引荐。诀窍就是忽略品牌，去了解你要打交道的具体的人。（补充：要记住很多大企业内部有多个、有时互相竞争的团队在做投资和并购，同一家公司内部质量差异也可能很大。）
timoth3y查看英文原文
I've worked with (but not in) CorpDev in two large enterprises, and I've had a startup acquired via CorpDev. Paul is overstating his case to the point of it becoming bad advice. Just like there are good VCs and bad VCs, there are good CorpDev teams and bad CorpDev teams. The mistake many founders make, however, is confusing the quality of the brand with the quality of the CorpDev team. The best approach is not a simplistic "never meet with CorpDev" but to ignore the brand power and first treat a CorpDev team the way you would an unknown VC. Do some research. Ask other founders about their dealings with the team. I've been on both sides of the CorpDev table. Just like VCs, there are plenty of people who will waste your time, but there are also people who are very generous with advice and introductions. The trick is to ignore the brand and learn about the people you will be dealing with. Edit: It's also good to remember that many large enterprises have multiple (sometimes competing) teams working on investments and acquisitions. Quality can vary widely even within the same company.
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