I’ve been involved in tech business development and corporate development for more than 30 years. Over that time, I’ve seen deals take many different forms and formats. There is no one-size-fits-all approach. Good deals are structured to work for the parties involved, given market realities, the regulatory climate, timing, talent needs, and — yes — risk tolerance. That’s not cynicism; it’s experience.

Which is why the latest hand-wringing over acqui-hires has me clutching my pearls. (Hint: I don’t have pearls).

According to a recent Yahoo Finance piece, the Federal Trade Commission is now scrutinizing acqui-hire deals by Big Tech. The concern is that companies may be using acqui-hires to sidestep antitrust review that would accompany a traditional acquisition. Fair enough — regulators are paid to ask hard questions. However, here’s where the logic starts to eat its own tail: the same article cites FTC voices blaming aggressive antitrust enforcement under the Biden administration for prompting companies to adopt alternative deal structures in the first place.

So let me get this straight. Companies adapt their deal-making strategies to avoid regulatory roadblocks. Regulators then criticize those strategies as suspect, while simultaneously blaming prior regulatory aggressiveness for forcing companies to adapt. If that sounds circular, that’s because it is.

Am I the only one who finds irony in the FTC saying it needs to examine acqui-hire deals for potential antitrust violations, while at the same time arguing that heightened antitrust scrutiny left companies no choice but to pursue these structures? What else is new — blame the past administration. You can’t teach old dogs new tricks, after all.

But let’s get real for a moment.

Acqui-hires are not new. They’ve been part of the technology industry’s deal-making playbook for decades. Startups are often built around teams rather than standalone products. In fast-moving markets — AI, cloud, security, developer tooling — the scarce resource isn’t always IP; it’s people. Experienced engineers, researchers, and operators who know how to ship, scale, and survive the next platform shift are hard to find and harder to keep.

There are lots of reasons to hire the “brains” of a business without buying the business itself. Chief among them: It’s usually cheaper. If you intend to keep the employees anyway, paying acquisition premiums on top of retention packages rarely makes financial sense. There’s also speed. An acqui-hire can get a team embedded and productive far faster than a drawn-out M&A process that triggers months of regulatory review, cultural disruption, and customer uncertainty.

What’s changed in recent years is not the concept of acqui-hires, but the structure. Increasingly, we’re seeing deals where the acquiring company hires the team while licensing the IP of the company they leave behind. This hybrid approach acknowledges reality: Talent matters, but so does technology. It allows the acquirer to move quickly while still respecting the value embedded in the original company’s intellectual property.

In several recent cases, this structure has produced outcomes that are hard to argue with on purely economic grounds. One example that’s been widely discussed in analyst circles involves Windsurf. In that scenario, the talent moved on, the acquiring company licensed key IP, and the remaining entity — leaner but still viable — was later acquired for the IP it retained. That’s not regulatory evasion; that’s deal engineering. From a Futurum Research perspective, this kind of sequencing reflects how modern technology assets are increasingly modular: people, code, data, and customer relationships don’t always need to move together to unlock value.

And Windsurf isn’t unique. There are plenty of situations where an outright acquisition presents barriers well beyond antitrust. Sometimes it’s geopolitical risk. Sometimes it’s customer concentration clauses that trigger penalties on change of control. Sometimes it’s open-source licensing complications. Sometimes it’s the sheer complexity of integrating a legal entity whose liabilities far outweigh the strategic upside. In those cases, insisting that only a full acquisition is “legitimate” isn’t principled — it’s naive.

That doesn’t mean acqui-hires should get a free pass. They shouldn’t. Any transaction that meaningfully reduces competition or consolidates market power deserves scrutiny. But scrutiny should be proportional to impact. An acqui-hire is not the same thing as swallowing a competitor whole. The economic effect, competitive consequences, and market signaling are fundamentally different. Treating them as equivalent may make enforcement simpler on paper, but it ignores how innovation actually happens in this industry.

There’s also a bigger picture here that regulators seem reluctant to acknowledge. Corporate development teams don’t wake up in the morning looking for clever ways to annoy Washington. They respond to incentives and constraints. When the regulatory environment makes traditional M&A unpredictable, slow, or politically charged, companies will find alternative paths. That’s not a bug; it’s how markets work.

Which brings us to the real lesson — one that matters far more to executives than to regulators scoring political points.

As a leader in your organization, your corporate development team should be flexible and resourceful enough to choose the right format to complete deals that accomplish your goals. Sometimes that’s a full acquisition. Sometimes it’s a minority investment. Sometimes it’s a partnership. And sometimes, yes, it’s an acqui-hire paired with IP licensing and a carefully sequenced follow-on transaction.

The job of leadership is not to conform to outdated deal templates. It’s to navigate reality as it exists, not as regulators wish it did. Acqui-hires are a viable method of acquisition in a world where talent moves faster than balance sheets and innovation rarely fits neatly into regulatory boxes.

The FTC can — and should — do its job. But if it wants fewer acqui-hires, it might start by asking why companies feel compelled to use them in the first place. Until then, don’t be surprised when corporate development keeps doing what it has always done: Adapting faster than the rules designed to constrain it.