Why Startups Accept Talent-Heavy Deals

In this episode of the 1st10 Podcast, Boris Epstein sits down with Sara Ali, Senior Director of Corporate Development & Strategy at Yahoo, to dissect the frenzy around AI-driven M&A. From Meta's $14.3 billion partial acquisition of Scale AI to Google's talent-grab deals with Character.AI, Sara breaks down the creative deal structures that are bypassing regulatory scrutiny while commanding unprecedented valuations. With her engineering background and 12+ years in M&A across companies like Robinhood, Google, and Microsoft's M12 venture arm, Sara reveals why traditional revenue multiples no longer apply in AI, how "scarcity multiples" are driving billion-dollar talent acquisitions, and what this means for engineers and founders navigating this chaotic landscape.Tune in to hear them talk about:The Regulatory Loophole Era: Creative deal structures, like non-voting stakes and licensing agreements, are allowing tech giants to acquire AI talent and assets while sidestepping regulatory reviews.Talent Is the New Gold: AI deals today aren't about revenue multiples - they're about "scarcity multiples" i.e., locking in talent and know-how before competitors do.M&A Budget vs HR Budget: Corporate development and HR departments operate with completely different compensation constraints, enabling acquired talent to earn 10-20x what traditionally-hired engineers make.Equity Is NOT Important: Being deemed "key talent" during an acquisition can be more lucrative than initial startup equity. Specifically, don't miss the part where Sara boldly predicts how GPU access might be used as a bargaining chip in future M&A deals.Chapters00:00 Highlights from the episode02:07 Sara's Journey05:15 Yahoo's Quiet Renaissance08:10 Decoding Corporate Development Secrets11:18 Why AI Is Too Big to Miss14:25 The Meta-Scale Play: "Have Your Cake, Eat It Too!"18:18 How Big Tech Skips the Regulators23:30 Winners, Losers, and Others28:25 Scarcity Multiples and Startup Shells31:09 The $100 Million Question38:43 Meta Brakes But M&A Won't Stop41:07 The Early Engineer's Survival Guide47:04 A Playbook For Founder's Playbook50:27 Sara's Bold Prediction about GPUsQuotes:"Meta gets all the benefits of owning Scale.AI but none of the regulatory headache." - Sara Ali (17:25)"No one really knows how the market is going to settle, but everyone knows that they can't just sit around and wait for it. Otherwise, they're going to miss." - Sara Ali (31:31)"While we may have to pay equity for base salary, you could end up getting millions of dollars of an equity grant and an acquired-engineer maybe making 10x, 20x what a regularly-hired engineer might make." - Sara Ali (33:55)"In AI specifically, more than any other space right now, the caliber of your team is crucial." - Sara Ali (48:01)Follow:Spotify: https://podcasters.spotify.com/pod/show/1st10podcast Amazon: https://music.amazon.com/podcasts/7e8ec9af-f38c-4cd9-8c68-1c1dd4516b 27/1st10-podcastApple: https://podcasts.apple.com/us/podcast/1st10-podcast/id1760411207 Podcast: https://www.1st10.com/podcast RSS: https://anchor.fm/s/f951319c/podcast/rss YouTube: https://www.youtube.com/@1st10podcast Links:Music by Roman Senyk from PixabayProducer: Shrikant Joshi