Tuesday, October 9, 2018

New Business Development – Negotiation Strategies

BY: Tariq Siddiqui (Oct 2018)

It was fall of 2016, It was the end of the day, and I was getting ready for the upcoming Thanksgiving break, when the phone rang.  It was a decision review board member on the line; “Did you see the new data in the virtual Data Room (VDR)? – half the volumes have vanished.” I was afraid of that, that’s why I had suggested making a non-binding bid, until we had a better view of the subsurface, when full data got released. As I hung up the phone, I braced myself for long and arduous negotiations that were up ahead.  Needless to mention that turkey was spared, and I spent most of my thanksgiving in the office.

Deal negotiation can be fun yet very arduous and at time frustrating, if required preparations are not done.  In the previous two blogs, I focused on new business development in oil and gas upstream business to achieve organic (exploration) and inorganic (M&A) growth. Here, I am focusing on those negotiation strategies that helped me in claiming and creating value during deal negotiations. It is recognized that there are more dimensions to the deal negotiations, then value claiming and value creation (ref1 and ref-2).

First, it’s important to know the taxonomy of the terms and the tool box and the steps
  1. Due Diligence; detailed review of the data and information of buyer/seller
  2. Estimate your BATNA (Best Alternative to Negotiated Agreement)
  3. Estimate your Reservation Value (RV) - The minimum value you will accept
  4. Estimate counter parties BATNA 
  5. Estimate counter parties RV - The maximum value they will likely to pay
  6. Estimate Zone of Possible Agreement (ZOPA) – the difference of the two RV’s. This is the value at the the table

Claiming value is negotiating a 'single issue' or interest (for example asset price). It is a zero-sum game, a value gained by one part is the value lost by the other party. It’s a divisive issue, that sees the deal as a fixed pie; a win-lose situation. If you have a value claiming situation use following strategies:
  1. Ensure you have all the data/information and your BATNA is strong
  2. Make 'aggressive first-offer' (> Counter parties RV) and establish an ‘anchor’ (an offer that gets counter parties attention). Power of anchor is substantial – It maximizes ZOPA
  3. Always provide justifications of your aggressive offer (supporting material)
  4.  Don't make first offer, if you lack data/information on the counter party and/or your BATNA is weak.  Let counter party make the first-offer.
  5. In response to first offer, Ignore, counter parties anchor and/or don’t dwell on it.
  6. Separate ‘influence’ from ‘information’ in responding to the counter party
  7. Make your own aggressive counter offer, but propose to negotiate
  8. Give time to the counter party to moderate their offer, without losing face 
  9. Always consider the context of the relationship
Preparing and Executing Strategies
  1. Dive deep during the 'due diligence,' collect all the data before negotiation
  2. Identify your assumptions and challenge them before negotiation
  3. Ask questions that challenge your assumptions during the negotiation
  4. Ask ‘Indirect,’ 'open-ended' question; unravel counter parties BATNA/RV in negotiation.
  5. Talk less and listen more; get maximum information during negotiations
Although, there may always be some elements of value claiming in negotiations; it is better to identify and introducing value accreting issues early in negotiations. 

Value claiming’ is a negotiation of a single interest in the deal; a ‘fixed-pie’ mindset or       'win-lose' situation. ‘value creation,’ on the other hand involves bringing  multiple interests to the negotiation table; that creates higher total value or 'enlarge-pie’, a 'win-win' situation – most real-world problems have multiple interests. Following are strategies that help in value creation:
  1. Add multiple issues that interest you and potentially the counter party 
  2. Bring in a 3rdparty; to help build trust and bridge the value gap
  3. Negotiate contingency contracts for managing riskier and uncertain issues
Advantages of Value Creation in negotiation
  1. Add flexibility in negotiations; avoids haggling or fixated to one divisive issue (Ex: price)
  2. Allow ‘Trade-off’:  give-up less value in an issue in exchange for more value in other.
  3. Allow for a “Package deal’, maximizing package value; and not ‘maximizing’ single interest.
  4. Pareto Improvement’; i.e. a value creating change to the deal, that makes one party better-off, without hurting the other, hence ‘no money is left on the table’

Preparation Strategies (before negotiations)
  1. Identify your multiple interests.
  2. Create a scoring system for the valuation of interests, then prioritize interests.
  3. Calculate a total ‘Package Reservation Value’.
  4. Identify counter parties potential interests.

Execution Strategies
  1. Negotiate multiple interests simultaneously (allowing trade-offs)
  2. Make ‘package offer
  3. ‘Leverage differences’ of all types to create value (use  trade-off and not compromise)

Post Negotiation Strategies

  1. Always acknowledge great progress made in the negotiations.
  2. Suggest, there are aspects that could be improved: acknowledge counter-party might feel the same.
  3. Suggest you have already conceded everything, but willing to think ‘out-of-the box.’ 
  4. Be clear, you are looking for an ‘improved-agreement’ but an ‘new-agreement’ for both.

1-Lax, David & Sebenius, James: "3d-Negotiation." Harvard Business Review Press, 2006
2-Malhotra, D. and Bazerman: "Negotiation Genius. Bantam Dell, 2007

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