This document summarizes a webinar on negotiation best practices for mergers and acquisitions. The webinar covered how to properly prepare for negotiations, the importance of anchoring with the first offer, using objective criteria to support offers, and allowing time to reflect before further engagement. Key recommendations included thoroughly researching counterparties, anticipating their positions, understanding your own issues and preferences, and establishing the highest reasonable anchor point to set the terms of the discussion.

1. M&A Negotiations
Are You as Good as
You Could Be?
September 17, 2015
Brian Moriarty
Consultant
Outsourced Corporate
Development
Webinar #27

2. Webinar Agenda
 Introduction – John Badger
– Co-Founder & VP of Product
and Marketing, ShareVault
 Presentation – Brian Moriarty
– Consultant,
Outsourced Corporate Development
 ShareVault Demo
 Questions & Answers
9/17/152 © 2015 ShareVault. All rights reserved.

3. Logistics
 The webinar will last 60 minutes
(until 12pm PDT / 3pm EDT).
 Your audio is muted.
 Contribute questions via the Q&A
GoToWebinar interface, and we will
address them at the end.
 The webinar is being recorded, and we
will contact you when it becomes available.
 We welcome your feedback on this webinar as
well as topic requests, so that we can provide
others of interest to you in the future.
9/17/153 © 2015 ShareVault. All rights reserved.

4. This Webinar Is Hosted by ShareVault
ShareVault is a full-featured, state-of-the-art
virtual data room that allows customers to
simply and securely share
sensitive documents in the cloud.
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5. Brian Moriarty
 Currently provides outsourced
corporate development consulting
 Mentor for startups at StartX, a Stanford-
backed business accelerator
 Former VP for HR M&A and Outsourcing
at Hewlett-Packard
 Former VP of M&A at Sun
Microsystems
 Has negotiated more than $50B in his
career as an investment banker and
corporate development professional
9/17/155 © 2015 ShareVault. All rights reserved.

6. Presentation Overview
 Negotiations:
Everybody does it
 Self assessments:
Good, but hard to measure
 Negotiation skills aren’t
just innate:
We can learn through
experience and study
 Negotiation best practices:
From academic research and lots of negotiation experience
 Learn from the experts:
When given a certain scenario, what’s the best approach?
9/17/156 © 2015 ShareVault. All rights reserved.

7. Common Scenario
You’re a startup CEO,
a prospective buyer has
contacted you
and you’re responding to
questions.
You’re approaching
negotiations…
9/17/157 © 2015 ShareVault. All rights reserved.

8. How much do you prepare?
A. I like to wing it.
B. I’ll research their business on the
web and through contacts.
C. “B,” plus I’ll question my
counterpart.
D. “C,” plus I’ll evaluate my issues and
preferences.
E. “D,” plus I’ll discuss with people in
my company who know them.
9/17/158 © 2015 ShareVault. All rights reserved.

9. How much do you prepare?
A. I like to wing it.
B. I’ll research their business on the
web and through contacts.
C. “B,” plus I’ll question my
counterpart.
D. “C,” plus I’ll evaluate my issues and
preferences.
E. “D,” plus I’ll discuss with people in
my company who know them.
Why?
PREPARE FOR
NEGOTIATIONS
1. Know why you’re
valuable to buyer and
what they plan to do
with you.
2. Anticipate their
positions.
3. Know the issues and
what positions you
want – best and worst
cases.
Frameworks:
BATNA, ZOPA
9/17/159 © 2015 ShareVault. All rights reserved.

10. Do you make the first offer?
A. No – why limit what they come up
with?
B. Yes – but only if asked.
C. Yes – proactively.
D. Yes – along with your position on all
material terms.
9/17/1510 © 2015 ShareVault. All rights reserved.

11. Do you make the first offer?
A. No – why limit what they come up
with?
B. Yes – but only if asked.
C. Yes – proactively.
D. Yes – along with your position on all
material terms.
Why?
ANCHORING
• establishes a reference
point; subsequent
positions are adjusted
in respect of anchor.
• When should you not
make first offer?
9/17/1511 © 2015 ShareVault. All rights reserved.

12. How aggressive should you be?
A. Keep it simple – what you want.
B. 10% more than you want – I hate to
negotiate.
C. Propose a rational figure based on
objective criteria.
D. Just this side of crazy.
9/17/1512 © 2015 ShareVault. All rights reserved.

13. How aggressive should you be?
A. Keep it simple – what you want.
B. 10% more than you want – I hate to
negotiate.
C. Propose a rational figure based on
objective criteria.
D. Just this side of crazy.
Why?
ANCHOR
• Set the highest anchor
possible without forcing
a re-set or a walk-away
9/17/1513 © 2015 ShareVault. All rights reserved.

14. How do you make the first offer?
A. Verbally provide a price range.
B. Verbally provide a point value.
C. Provide a point value in writing
with some support.
D. “C,” plus full supporting analysis.
E. “D,” plus your position on key non-
monetary issues.
9/17/1514 © 2015 ShareVault. All rights reserved.

15. How do you make the first offer?
A. Verbally provide a price range.
B. Verbally provide a point value.
C. Provide a point value in writing
with some support.
D. “C,” plus full supporting analysis.
E. “D,” plus your position on key
non-monetary issues
Why?
PRECISION
• conveys serious intent
OBJECTIVE CRITERIA
• grounds negotiations in
principles rather than
force of wills
MULTIPLE
NEGOTIATION POINTS
• allows for potential
tradeoffs
9/17/1515 © 2015 ShareVault. All rights reserved.

16. You received the first offer.
How do you react?
A. Indignation – “So low, you’re
wasting my time!”
B. Ask clarifying questions.
C. Express disappointment, say
“We have a lot of work to do.”
D. Immediately make counter-proposal.
E. Pause or conclude meeting to
consider.
9/17/1516 © 2015 ShareVault. All rights reserved.

17. You received the first offer.
How do you react?
A. Indignation – “So low, you’re wasting
my time!”
B. Ask clarifying questions.
C. Express disappointment, say “We
have a lot of work to do.”
D. Immediately make counter-proposal.
E. Pause or conclude meeting to
consider.
Why?
USE WHAT YOU LEARN
DURING NEGOTIATIONS
• give yourself space to
reflect and evaluate
before further
engaging.
• Side note: very
cultural-dependent
9/17/1517 © 2015 ShareVault. All rights reserved.

18. Summary
1
2
3
4
5
PREPARE FOR
NEGOTIATIONS
Identify key issues, know your (and
estimate your counter-party’s) aspiration
and threshold values (BATNA / ZOPA)
ANCHORING Establish a reference point against which
subsequent positions are adjusted
PRECISION More precise proposals are taken more
seriously
OBJECTIVE
CRITERIA
Employ principles to negotiations and try to
avoid force of wills
USE WHAT YOU
LEARN DURING
PROCESS
Pause negotiations to reflect on what was
conveyed
9/17/15 © 2015 ShareVault. All rights reserved.18

19. Reference Materials
Getting to Yes
Fisher and Ury
9/17/15 © 2015 ShareVault. All rights reserved.19
Negotiation Genius
Malhotra and Bazerman
Getting (More Of) What You Want
Neale and Lys

20. ShareVault Demo
John Badger
Co-Founder and VP, Product &
Marketing, ShareVault
9/17/15 © 2015 ShareVault. All rights reserved.20

21. Q & A
Please enter your Questions into the
question box in the GoToWebinar Interface
We apologize in advance if we are
not able to answer all of your
questions live during the time
allocated for the webinar.
However, even if we don’t have time
to handle your question, we will
contact you via email with the
appropriate response.
9/17/15 © 2015 ShareVault. All rights reserved.21

22. Thank You for Attending!
If you need to securely share and monitor
your confidential documents
with outside parties, contact ShareVault’s
M&A due diligence experts:
© 2015 ShareVault. All rights reserved.
ShareVault
www.ShareVault.com
+1-408-717-4955
marketing@sharevault.com
9/17/1522