Syllabus fit. Fits a week on strategic exits, acquihires / licensing structures, and what “control” means when talent and IP move without a classic stock purchase.
Learning goal. After the reading and discussion, students can map a talent-plus-IP package onto term-sheet and governance concepts—identifying who gets paid, what capabilities transfer, and which facts remain undisclosed—using only primary sources linked in the teardown.
Assigned materials
# | Material | Link | Focus |
|---|---|---|---|
1 | Cap Table Teardown #3: Inflection AI (talent + IP license as the deal) | Timeline; Associated Agreements inventory; regulator “enterprise / concentration” findings; disclosed equity totals vs Not disclosed prices | |
2 | Cap Table Teardown #2: OpenAI (optional contrast) | Equity+commercial packages where the company stays the operating center | |
3 | Cap Table Teardown #1: Anthropic (optional contrast) | Multi-cloud minority strategics without team absorption |
Instructor note. Assign (1) as required. Use (2) or (3) only if you want a side-by-side: “strategic money that leaves the startup intact” vs “strategic counterparty that takes the team.” Do not substitute secondary AI-funding blogs for the CMA / EC / company primaries cited in the teardown.
Primary-source habit (this week)
Prefer the competition-authority decision (or company Form D / announcement) over press paraphrase when dollars or ownership are missing. If the CMA redacts USD or Inflection’s funding release omits post-money, the classroom answer is “Not disclosed”—not a figure from a secondary article.
Discussion prompts
Term sheets / investor economics. Using only the teardown’s CMA inventory, list the instruments through which Inflection and its equity holders could receive value in March 2024 without a purchase of the company’s stock. What preferred-stock or side-letter protections would you want ex ante if a future lead might hire the team instead of buying the shares?
Governance / control. The Inflection entity continued (new CEO, later enterprise product). Microsoft hired the founding technical leadership into Microsoft AI. In seminar terms, what transferred, and what did “independence” of the remaining company not protect? Cite the teardown’s primary links, not the pack.
Valuation literacy. Inflection disclosed $1.525B total equity raised. Which dilution or step-up calculations are impossible from primaries alone, and why is that gap analytically useful rather than a failure of the reading?
Strategic counterparty risk. Microsoft appears both as a named lead in the $1.3B round and as the March 2024 hiring / license counterparty. When should a founder treat a strategic investor as (a) long-term capital, (b) commercial partner, and (c) a potential talent acquirer—and how would that change board process?
Comparative design (if OpenAI or Anthropic also assigned). Contrast Inflection’s talent+IP package with one late-stage OpenAI or Anthropic strategic package in the linked teardowns: in which case does the startup remain the center of the operating roadmap, and which primary facts support that distinction?
Optional seminar close
End with a five-minute diligence beat: if students were writing an IC memo on a similar “license + hire” rumor tomorrow, which three cells would they mark Must obtain from counsel / company before believing any press dollar figure—and which cells would they leave blank rather than guess?
Not investment advice. The AI Cap Table is published for information only and is not investment, legal, or tax advice. Nothing herein is an offer or solicitation to buy or sell any security. Figures belong in the linked Cap Table Teardown and its cited primaries; this pack is an assignment frame only. Conduct independent diligence and consult qualified advisers before any investment decision.
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