M&A Negotiation Checklist

Whether you’re buying or selling it always helps to have a little checklist by your side for those big meetings. Here is my top 20 tips:

Checklist

1. Always clarify the up to date position. e.g. when buying a company, talking to the owner – perhaps you could update me on any changes good or bad since we last met.
2. Try to establish the housekeeping of the meeting; prospective agenda, time allowed, anyone joining via conference call (this has the subtle advantage of establishing you as de-facto chairperson).
3. It is essential that your team stay relaxed and focused. Think of it as gears in a car. If you start the meeting in fifth gear and you get stressed, excited, over zealous – you have very little emotional capacity to go upwards and you will explode! Stay in first gear and seamlessly move up the gears to make a critical point but remember to come back down again.
4. Your team leader dictates the pace. Never speak unless invited to do so by the team leader. Don’t interrupt a silence. A professional team can make this look very natural.
5. Use questions to understand a specific stance, assumptions can be dangerous.
6. On the other hand if you are relying on key assumptions in making a point e.g. the price of a company, please state clearly the main facts you believe to be true, including forecasts, to allow yourself an escape route if circumstances change.
7. Be yourself, which in my case means never bluffing.
8. Don’t try to be smart e.g. with respect it is clear from your spreadsheets presented that there is a flaw in your numbers.
9. Watch body language very carefully especially of the people not talking. Listen with your eyes.
10. Difficult issues should be put to one side to keep the momentum moving forward.
11. Use time outs sparingly but effectively to gather your thoughts and garner input from the team.
12. On big points, please believe in what you say. It will show.
13. If advisers are involved it is highly recommended that on really big points you deploy the “Principals Only” tactic. e.g. the acquirer and the seller excuse themselves to retreat to a separate room to agree a deal on that key point. For the avoidance we are always treated as Principals by our clients.
14. The word “help” is underutilized. As in, perhaps you could help me understand how you win the majority of your business.
15. Rudeness and sarcasm don’t work even if you’re British.
16. Document agreements along the way and make great theatre of the volume of points agreed.
17. Close on clear next steps with a timetable and agree action for on unresolved issues.
18. Humor, if deployed sparingly and of course at the right time, can transform the course of a meeting.
19. Deploy the conditional “If” as in, if I could concede the following point would you accept x.
20. Agree the potentially attractive ending of the meeting at the start of the meeting. eg Are we all agreed that by the end of this meeting we will have an agreement in principle between the two sides or we will part friends.