Becki DeGraw on spinouts, IP licensing & clean exits | Wilson Sonsini Startup Legal Basics
September 3, 2026 · 18 min
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Show notes
This Week In Startups is made possible by:
Wilson Sonsini
Today's show:
Spinouts are everywhere right now, and most founders get the cap table wrong. Jason sits down with Becki DeGraw, partner at Wilson Sonsini, to break down how to do it right, starting with his 80/20 rule for splitting the new cap table and why letting the old company keep too much of it kills your ability to raise.
Becki also covers the legal side: who owns the IP, non-competes between the two companies, and the trap founders fall into when they're still on the old board. PLUS, the one question every Series A investor will ask.
Guests:
Becki DeGraw on LinkedIn: https://www.linkedin.com/in/rebecca-degraw-639bbb62/
Wilson Sonsini: https://www.wsgr.com/en/
Relevant Links:
Wilson Sonsini Goodrich & Rosati (WSGR) — **https://www.wsgr.com/**
Becki DeGraw — https://www.wsgr.com/en/people/becki-degraw.html
Waymo — Jason's headline example of a big-company spinout — https://waymo.com/
Expedia's 1999 Microsoft spinout — https://www.britannica.com/topic/Expedia-com-American-company
Nvidia's ~$20B deal for Groq's asset— https://www.cnbc.com/2025/12/24/nvidia-buying-ai-chip-startup-groq-for-about-20-billion-biggest-deal.html
Timestamps:
What a spinout actually is
Becki: the real "why" behind spinouts
IP licenses and the "acquihire" workaround
University spinouts
Google/Waymo and Microsoft/Expedia: spinouts at scale
Jason's 80/20 rule and the unicorn test
The broken cap table problem
Licensing deals as an M&A workaround
Exclusive licenses, full assignments, and license-backs
"What if Google spun out YouTube"
Groq–Nvidia, capital gains vs. income
Confidentiality, customer lists, and fiduciary duty traps
Get the paper done BEFORE you start the new thing
"It's a divorce," — and the employees are the kids
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