In the world of software M&A, there's a valuation trap that too many founders fall into — and too many buyers lean on: replacement value. It’s a seductive line of thinking for acquirers. They’ll look at your company — your years of engineering effort, your product-market fit, your know-how — and ask a deceptively simple question: “Could we just build this ourselves?” From there, they spin up a spreadsheet estimating how many developers they’d need, for how long, and presto — they present you with a valuation based not on what you’ve created, but on what it would cost them to recreate it.