Acquisitions, IPOs and how UK founders and investors cash out.
Jeroen Van Hautte says Ghent's dense startup scene was key to TechWolf's growth, as the AI firm's acquisition by SAP is reported as Belgium's largest venture-backed software exit.
The a16z-backed billing and revenue startup, co-founded by Riya Grover and Eamon Jubbawy, is acquired by the US software giant.
Beyond tax and liability, the two exit routes need very different third-party approvals to close, and that difference can decide your completion date.
Warranties get the attention in an acquisition, but it is the disclosure letter that actually decides what a seller ends up liable for.
Beyond the basic mechanics, the choice between an asset sale and a share sale sets up a negotiating tug-of-war over price, risk and who carries the legal baggage, and founders who understand that leverage tend to get better deals.
Warranties and indemnities do not disappear once a deal completes, but insurance and careful drafting can limit how much a seller actually has to pay out.
Beyond the legal mechanics, the two exit structures are taxed completely differently, and that difference often decides which one a founder pushes for at the negotiating table.
Beyond the headline structure, the real practical differences in a UK exit show up in what happens to employees, supplier contracts and historic liabilities.
When a startup gets bought, the sale agreement is stuffed with promises and protections that decide who pays if something turns out to be wrong, and warranties and indemnities are the two doing most of the work.
Whether a buyer purchases your company's shares or just its assets changes who is liable for what, how much tax you pay, and how complicated completion becomes.
Beyond the headline concept, here is how the payment mechanism, metrics and dispute clauses in a UK earn-out actually get drafted.
The AIM-quoted digital health group settled the completion accounts adjustment with £16,547 in cash and 904,442 new shares, taking the total consideration to roughly £27,000 less than the figure it gave in July.
Due diligence is the buyer's structured investigation of a target company's legal, financial and operational position before a deal completes, and what it turns up routinely changes the final price, not just whether a sale goes ahead.
The AIM-listed group is paying £50,000 in cash plus 4% of revenues for five years, capped at £350,000, and taking on payroll of about £38,000 a month.
An earn-out splits the purchase price so part is paid on completion and the rest only if the business hits agreed targets afterwards, which means how those targets are defined often matters as much as the headline price.
A secondary sale lets an existing shareholder, an early investor or an employee holding shares, sell some of their stake to a new or existing buyer without the company itself raising any new money, and a new FCA-backed private market called PISCES is making this more structured in the UK.
Most UK startup exits happen through a trade sale or acquisition rather than a stock market listing, and how much founders and investors actually take home depends heavily on the terms agreed years earlier.
