Negotiation is your power when selling a business

Negotiation is your power when selling a business

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Power is very relative. When selling a business, during a negotiation this power will depend on your alternatives and the alternatives of the other party. Don’t forget that emotions are more than 50% of a negotiation.

Verify the power of the other party, it is normally overestimated

In a negotiation, perceptions are crucial. It’s fundamental that you understand the other party’s perceptions and that you keep them in mind. Once you know your interests and your limits do the same with the other party. A negotiation is a game of information and information gives you power. Try to understand your needs instead of your wishes.

There are many ways to discover the other party’s interests. Sometimes, it surprises me to see how little homework business owners do in such an important situation. If the buyer has acquired other companies, you should analyze how those deals were, in what conditions he bought, the multiples he paid and why he was interested in the company. All this information is worth a lot, so if you don’t have time to find it all out you should subcontract someone.

ONEtoONE negotiation experience when selling a business

Some years ago, we had a sale mandate for a French company. They had an offer from a big private equity firm that was doing a buildup (concentrating a sector via acquisitions) of its sector. Our client had already verbally negotiated with them for a price of 20 million Dollars, but they didn’t know how to continue with the process, so they asked for our help. We asked him for permission to reopen negotiations and he agreed. The first thing we did was to study all the deals the buyer had done in other countries and the multiples he had paid. We also studied how much money the private equity firm had for the consolidation project, they had spoken about it to the press. When we began negotiations, we already knew how much they would be willing to pay and what role our client’s company played in the consolidation process. We even thought we knew how the announcement of the transaction would affect its price in the Stock Market. All of this let us increase the asking price to 42 million Dollars. As we were flying back, the buyer rang our client and told him we had been very hard in the negotiation and asked him to agree the price of 40 million Dollars. Our client accepted the offer and we didn’t have the strength to go back for the 42 million!

This experience taught us that business owners have to be very careful with any concessions they give. If you have professional advisors working on the negotiation for you then don’t make any “spontaneous” interventions unless agreed upon and prepared in advance. Naturally, you have more power when you have alternative options, so before giving exclusivity you should clarify all the important aspects of the agreement. Once you give exclusivity and start negotiating with one sole buyer, you will have less negotiating power and the ‘power’ will be on the other side.

The person who is most comfortable with the current situation has the most situational power; the person who needs more change will have less power. The key to understanding who has the most power or leverage in every moment is to analyze which party has the most to lose in this moment if there is no agreement. The person who has the most to lose has less situational power. Your mission is to manage the situation so that your counterparty has more to lose than you.

The situational power

There’s a point in which you have more situational power: it’s when the other party makes an offer and you don’t accept, it’s the moment in which you have the strength to improve the negotiation, you have the most leverage.

I recommend that every time you receive an offer you act alarmed, as if it seems low to you. This will mean that the other party will give in a bit if he can or he remains satisfied with what he’s got if he can’t give in.

Always remember that situational power is based on perceptions, not on facts. You have leverage if the other party thinks you do, if he thinks you have a strong position then you have it. Therefore, be careful with what signals you give off.


This article was written by Enrique Quemada – ONEtoONE President


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Key for M&A negotiation strategy: throw down your anchor | ONEtoONE Corporate Finance Réponse 26 April. 2018


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