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Also known as: management carve-out, equity carve-out

Carve-Out

TechnicalLegalOperations

Definition

Carve-Out: A carve-out is an allocation of acquisition proceeds set aside for key employees, outside the normal cap table distribution. It's used when liquidation preferences would leave employees with little or nothing, and helps retain key talent through the acquisition process.

Example Usage

β€œThe board approved a 10% carve-out for key employees since the exit price was below liquidation preferences.”

Common Misconceptions

Carve-outs are standard. They're negotiated on a case-by-case basis.
All employees get carve-outs. They're typically limited to key retention targets.
Carve-outs come from the company. They often reduce what investors or founders receive.

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