Tuesday Aug 3 2004. All times are London time.
Negotiation: the right set-up makes a deal
By David Lax and James Sebenius
Published: August 3 2004 04:00 | Last updated: August 3 2004 04:00
Most
research into negotiation focuses on the cut and thrust of dealmaking
at the table. Yet no matter how many right moves you make at the table
- however skilfully you read body language, build trust, frame
arguments, make offers and counter-offers - doing so at the wrong table
can undercut your results.
Our analysis
and experience suggest that asking several questions before
negotiations begin can ensure the most promising set-up, with the right
parties dealing with the right issues in the right sequence at the
right table or tables, facing the right no-deal options. Resetting the
table more favourably can also overcome barriers that will not yield to
purely interpersonal efforts.
Have you
included the "highest
value" players? The owners of a niche packaging company with an
innovative technology were involved in discouraging price negotiations
to sell the company to one of two prospective "industry" buyers, all of
them larger packaging operations. Typically, a company in this
situation would continue arguing for a higher valuation and refine its
negotiating tactics with each prospective purchaser. Instead, the
packager rethought its approach and found a new set-up with much
greater potential for profit.
A fresh look suggested that one of
the company's leading customers, a large consumer goods company, might
place a high value on having exclusive access to the company's
technologies and unique packaging products. So it opened negotiations
with the consumer goods company as a potential buyer.
As well as
uncovering a completely new source of value - and a much higher
possible selling price - the manoeuvre also increased the pressure on
the larger packaging companies. They would face increased competition
and might not be able offer their customers the same kind of
distinctive packaging as that promised by the consumer goods company.
In
short, at the outset of the sale process, the packaging company was
negotiating, however skilfully, at the wrong table, with the wrong
parties, whose interests were wrong for maximising the sale price. The
potential "high-value" player - the one that might place the highest
value on the deal - was absent from the original negotiations.
Have you
included potentially influential players? To improve the odds on
your
negotiating target saying "yes", try to discern who influences the
target. In one instance, an owner-manager was eager to sell his
company, and his first instincts told him to open negotiations at once
with a potential acquirer's chief executive. After further thought, he
chose another route.
Whose advice would the target company's CEO
seek regarding acquisitions? His chief financial officer would be
pivotal. But careful research had identified a particular analyst in
the finance department whom the CFO respected - and who would almost
certainly carry out the valuation work.
After initial contact
with the CEO, the owner-manager's advisers spent time ensuring that
this analyst supported the deal. When intensive negotiations finally
began with the CEO, the groundwork had been laid. The CEO turned to his
CFO, who turned to his key analyst, who made the company's case from
the inside.
Prior to his recent efforts in negotiating
interim
governments in Afghanistan and Iraq, Lakdhar Brahimi, the veteran
United Nations diplomat, sought a diplomatic solution to the 17-year
civil war in Lebanon. But the negotiating set-up did not simply include
the leaders of the warring factions.
Mr Brahimi said: "We met in
Jedda to discuss our plan. We needed the Americans with us. We needed
the United Nations with us. We needed France with us because France was
very close to the Christians and we needed the Vatican, which is a very
important player there. So we went to Beirut, Damascus, Baghdad, Paris,
Rome, Washington, New York, London, Moscow and Beijing. That is the
first step to make sure that all the people who carry some influence
are really on board."
Have you
set up the right no-deal option?
Adding parties to the initial two-party set-up in order to bolster your
best no-deal option - your option to walk away if you say no to your
original counterpart - is standard practice among many top negotiators.
Martin
Lipton, a lawyer and veteran negotiator in New York takeover deals,
even compared the value of greater negotiating skill in the initial
two-party deal with the value added by bringing in competition to the
initial set-up: "The ability to bring somebody into a situation is far
more important than the extra dollar a share [negotiated] at the back
end. At the front end, you're probably talking about 50 per cent. At
the back end you're talking about 1 or 2 per cent."
Indeed,
transforming a two-party set-up into more of an auction can change the
psychology of the deal as well as the competitive pressures.
After
leading a string of alliances and acquisition negotiations that
transformed Millennium Pharmaceuticals from a 1993 start-up to a
multi-billion dollar company less than a decade later, Steve Holtzman,
then chief business officer, explained the rationale for adding
parties: "Whenever we feel there's a possibility of a deal with
someone, we immediately call six other people. It drives you nuts
trying to juggle them all, but it will change the perception on the
other side of the table, number one. Number two, it will change your
self-perception. If you believe that there are other people who are
interested, your bluff is no longer a bluff, it's real."
Have you
involved the right agent? In deals where a negotiating agent is
used,
it is vital to find the agent with appropriate skills and knowledge, as
well as to craft a contract that aligns the agent's incentives with
your own. Yet a well-structured contract with a skilful agent may not
be enough.
Joseph Bachelder, a lawyer in executive pay
deals,
once took his client aside after the first negotiating session. The
board had selected the client to be its next chief executive and was
working out his compensation package. Mr Bachelder informed his client
that he would end up with everything he wanted from the negotiation.
Why was he so confident of total victory? Because, he explained, the
board had put the well-regarded internal company lawyer in charge of
the negotiations.
Why was this a mistake? It was not an issue
of
effectiveness: the lawyer was undoubtedly a skilled negotiator. Yet, as
Mr Bachelder happily informed his client, "When this is over, you're
going to be that guy's boss. He knows that. He can't fight you too hard
on anything."
For its representative in these critical
talks, the
board should have hired an outside specialist, with properly aligned
interests and incentives. More generally, managers should look hard at
a potential agent's other interests and relationships to determine
whether he or she is part of the right negotiating set-up.
Have
you included those who must approve the deal? Vetting a proposed
deal
in advance with others who must approve it can be a wise move. For
example, when Traveler's and Citicorp were contemplating a merger, John
Reed and Sanford Weill together visited Alan Greenspan, chairman of the
Federal Reserve, to get a reading on the Fed's likely attitude to the
deal. Often regulatory participation implies an active negotiation over
acceptable terms of the deal, not merely a passive submission for
arms-length approval or rejection.
Do too
many parties
unnecessarily complicate the negotiation? Many set-ups become
more
promising when simplified and reduced. For example, instead of a full,
unwieldy process involving many parties, two dominant industry players
in a negotiation on technical standards may be better off agreeing
standards between themselves first and then sequentially bringing the
smaller players on board. In other cases, an obstructive party with no
real stake in the outcome may be better cut out altogether.
While
tactics and interpersonal skill at the table is the most familiar
aspect of negotiation, the set-up away from the table shapes the
environment within which negotiators make their tactical and
interpersonal moves. These preparatory actions - some of which are
described above - determine whether the set-up is barren or fertile
ground for a successful deal.
James Sebenius
(jsebenius@hbs.edu) is the Gordon Donaldson Professor of Business
Administration at Harvard Business School. David Lax
(lax@negotiate.com) is managing partner of Lax Sebenius LLC, a
negotiation strategy company. They are authors of 3-D Negotiation:
Creating and Claiming Value for the Long Term, Harvard Business School
Press, forthcoming.