The scarcity of people with frontier artificial intelligence (AI) expertise has created a new layer of competition in the global innovation economy. While AI requires massive computational resources to achieve breakthroughs, success also depends on the skills of researchers and engineers capable of using that compute efficiently.
The same pattern is emerging in other frontier domains, such as quantum computing, next-generation materials, and synthetic biology, in which expertise may even be scarcer and the technical barriers higher.
This shift is reshaping how innovation markets operate. Large technology companies build internal research capacity by acquiring teams from startups. Investors are rewriting term sheets and rethinking governance mechanisms to address the impact of sudden departures. Companies are reconsidering the mechanics of competition itself — from how they recruit and retain people to how they design transactions and incentives.
Why the Competition Has Intensified
Three forces are converging to make human expertise an important constraint in frontier AI. One, companies are acting on a deep conviction that AI will transform every industry — a belief strong enough to justify extraordinary spending to secure the people who can make it happen.
Two, the cost of operating at the frontier — training large models, maintaining infrastructure, and running complex experiments — is so high that few startups can sustain it and many struggle to gain access to the infrastructure required to compete.
Only a limited pool of individuals globally possess the specialized skills and experience needed to advance the frontiers of AI. Their expertise is a key driver of progress and can be as significant as a source of value as the technologies themselves are.
This combination of conviction, cost, and scarcity increasingly drives the new competition for talent in which progress depends on a highly specialized talent base.
How Companies Compete for Elite Talent
The competition for elite technical talent takes many forms and is evolving quickly. In some cases, companies simply recruit individuals from rivals or startups. In others, they formalize the process through acquihires — buying startups primarily to integrate their teams — or license-and-hire transactions that combine a technology license with the hiring of key talent. Whatever the form, the objective is the same: to bring technical capability in-house quickly.
This market for scarce talent is changing how companies design compensation, retention, and incentive systems. To reduce the risk of losing key people, compensation frameworks now blend cash and equity, often with extended vesting periods or performance-linked triggers designed to keep top talent invested through long-term projects. Some include partial revesting provisions that effectively reset equity vesting schedules for key personnel — a familiar M&A mechanism now being applied at greater scale. Talent-driven transactions have challenged the traditional venture model. When a company’s key team is hired away, investors may recover some value or make a non-venture-scale return, but they’re often left holding equity in an entity that no longer has the people needed to realize its potential. These transactions often fall outside conventional M&A constructs and may not trigger typical change-of-control protections.
To adapt, some venture firms are requiring the startups they invest in to reflect new tailored protective consent provisions (including new language recently published by the National Venture Capital Association) that apply to transactions whose primary purpose is the acquisition of its team. Others require those startups to treat retention or signing payments as part of the deal consideration, ensuring they’re deemed to flow through the capitalization waterfall and won’t bypass shareholders. Some are going further, classifying talent-driven transactions as deemed liquidation events, which trigger standard liquidation preferences and ensure investors receive their contractual share of proceeds. A smaller number of companies are experimenting with protective provisions tied to executive departures or other key personnel moves, giving investors an early say when critical changes could affect enterprise value.
These measures remain difficult to negotiate, but they illustrate how financial and legal structures are evolving to keep pace with the market’s new emphasis on human capital.
What to Watch
As the competition for elite technical talent evolves, several developments will shape how companies, investors, and regulators adapt.
Governance Pressure
As competition for talent intensifies, boards and investors are likely to face new tests of how fiduciary duties and approval processes apply when value turns on the movement of people rather than the sale of businesses. Watch how companies handle that tension — balancing flexibility for founders and employees with fair treatment of shareholders and long-term investors, all without discouraging the mobility that drives innovation.
Alignment and Incentives
The widening rewards for individual talent are straining traditional alignment among founders, investors, and employees. Watch how new compensation and vesting structures perform in practice — whether revesting schedules and milestone-based equity actually keep innovation teams together long enough to create lasting value. Venture investors are refining contractual protections and incentive systems to preserve alignment, while private equity firms — though less directly affected today — may face similar challenges as frontier technologies mature and talent becomes central to scaling established platforms. Expect new contractual and governance mechanisms to emerge as the market adapts.
Legal Boundaries
Existing merger control regimes were designed for transactions involving corporate assets and equity ownership, not necessarily the transfer of people. Regulators, including those in the US, EU, and UK, are signaling a more expansive approach to AI-related deals, particularly when partnerships or acquihires grant access to key inputs such as models, compute, or data. Recent cases, such as Microsoft’s investment in Mistral and Amazon’s investment in Anthropic, illustrate a growing readiness to treat strategic AI collaborations as potentially requiring notice to regulators, even in the absence of voting-stock acquisitions. To close perceived enforcement gaps, regulators are applying merger rules more flexibly. The result is a more interventionist stance that could bring a broader spectrum of AI partnerships within the reach of antitrust rules.
Intensity and Reach
As noted, these forces are already visible across frontier technologies, including AI, quantum computing, next-generation materials, and synthetic biology as well as other life sciences areas. Similar pressures could emerge in any domain in which a small number of highly specialized experts drive innovation and investment decisions, and they typically intensify as sectors commercialize.
How these forces settle will determine not only who leads in AI, but how innovation itself is financed, governed, and sustained in the decade ahead.
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This informational piece, which may be considered advertising under the ethical rules of certain jurisdictions, is provided on the understanding that it does not constitute the rendering of legal advice or other professional advice by Goodwin or its lawyers. Prior results do not guarantee similar outcomes.
Contacts
- /en/people/c/chu-lawrence

Lawrence M. Chu
PartnerCo-Chair, Global M&A - /en/people/l/lang-daniel

Daniel A. Lang
Partner - /en/people/s/saposnik-daniel

Daniel Saposnik
Partner
