What you'll learn

• 1 (00:44) **What a Spin-Out Is and Why It Happens** - Jason and Becki set the table by defining two common spin-out scenarios: an employee building something inside a company that doesn't fit, and an IP license used as an alternative to an acquisition.
• 2 (02:02) **The "Why" Behind a Spin-Out vs. Just Starting Fresh** - The core motivation is speed and validation: starting with proven technology is faster than building from scratch, and the parent company may prefer a partial ownership stake over letting the project die.
• 3 (03:45) **Every Spin-Out Is Fact-Specific; No Market Range Exists** - Becki stresses there is no standard deal structure; the terms vary wildly depending on the situation, and listeners should approach this as a set of considerations, not a formula.
• 4 (04:58) **A Practical Test: The Unicorn Outcome Scenario** - Jason shares his heuristic for negotiating equity splits: ask both parties what percentage would feel great if the spin-out became a unicorn, and suggests the parent company should aim for 20%.
• 5 (06:18) **Equity Is the Main Currency, But the Class of Stock Matters** - Beyond the percentage, the negotiation includes what class of stock (common vs. preferred), information rights, pro-rata rights, and board seats—all of which can be more impactful than the headline number.
• 6 (08:29) **Don't Break the Cap Table: A Cautionary Tale** - Jason gives a concrete example from his accelerator: a team that gave 25% fully vested to early developers had to unwind it because no investor would touch a broken cap table.
• 7 (09:26) **The IP Licensing "Workaround" for Blocked M&A** - Jason introduces a second, more complex spin-out structure: using a global IP license to effectively transfer a team and technology when a full acquisition is not politically or structurally viable.

+ Full timestamped outline available in the app