This is a short article about changing our approach to winning negotiating. Over the past 20 years there have been many Joint Ventures, Partnerships, Mergers and Acquisitions which have looked fantastic on paper but have failed to flourish. In this short article I talk about approaching deal making with a mindset that all focuses on implementation.

1. Negotiating As If Implementation Mattered
In the last 20 years there have been many Joint Ventures, Partnerships, Mergers and
Acquisitions, all of which have looked fantastic on paper but have never really flourished.
The problem with many of these deals is the manner in which they have been negotiated.
Most have been negotiated with a view to having the contract signed with very little
consideration on post deal implementation.
When a contract is signed it represents a commitment to work together. When this is the
case what matters is the manner in which the sides have got to the answer ‘yes’.
In the last 12 year’s I have also been involved in multiple JVs and Partnerships. The aim of
this article is to get Business Managers, Commercial Managers and Directors to approach
business deals with an implementation mind-set which could help deals flourish and create
the value that parties desire.
1. How will the deal look like in a years time?
I have been involved in a number of Joint Ventures (JVs) and Partnerships.
In January 2013 I was asked by a private healthcare company to take a leading role on a
Joint Venture (JV), for the provision of Pathology Services. Pathology services suffer from
fragmentation, inefficiencies and poor Key Performance Indicators which has leading to
overspend in the NHS. The aim of the JV was to remove fragmentation and inefficiencies in
the service, to improve upon the Key Performance Indicators, and give to each of the JV
partners savings.
In order to get the different teams to think about implementation we asked a series of
questions and this included:
• Is the deal working and what metrics are we going to use to measure success?
• What has gone wrong in the deal and how have we put things on track again?
• What were the early warning signs that the deal may go wrong?
• What capabilities do we need to ensure that we accomplish our objectives?
• What processes and tools do we need in place?
• What skills does the implementation team need?
• What are the attitudes and assumptions required of those people to implement the
deal?
• Who has tried to block the deal and how have we responded?
By asking these questions during the negotiation stage the team were able to think about
the potential problems that could surface during the post deal implementation stage.
Raising these types of tough questions lead to different terms in the contract and to
different processes and systems to implement this special venture.

2. 2. Everyone Working Together Like a Team
Some deal makers often think that ‘surprising’ the other party can give them a distinct
advantage.
“Surprising them help me. They may commit to something they may not have otherwise,
and we’ll get a better deal.”
However, the surprise element can put your counterpart at risk and therefore they may not
be able to deliver on their promise. This could have a detrimental effect and could turn out
to be your problem as well.
In order to overcome this if implementation is key to the success of the deal, it is essential
people come to the table prepared for discussions.
• Propose agendas in advance so that both parties can prepare;
• Suggest questions to be discussed and provide the relevant data;
• Raise issues as early as possible
• Create a joint fact gathering group
• Commission third party research and analysis
• Question everyone’s assumptions openly
• Define interests that need to be considered for the deal to be successful
• Define a joint communication strategy
Some companies have developed there own ‘negotiation kick off’ process, a meeting when
all parties entering negotiations start planning together allowing them to identify potential
issues, agree a process and time line to complete the negotiations. While this may seem
unorthodox to many the entire negotiation process runs more efficiently and smoothly
when partners take the time to discuss how they will negotiate.
3. Treating Alignment with a Sense of Shared Responsibility or Stakeholder Alignment
Alignment is an essential criteria of any deal, and if your counterparts interests are simply
not aligned then this could potentially be the start of many problems for you and them.
As mentioned above deal makers often rely on secrecy to achieve their goals and sometimes
do leave internal stakeholders and departments in the dark leading to a negative impact on
the business. Individuals and departments that are directly affected from a deal will not
stand a chance to participate if they are left out of negotiations, and offer solutions to
mitigate potential risks. In addition to this people with relevant information that could be
used for the deal will not share it because they have no idea that it is needed.
Turning a blind eye to alignment problems on the other side of the table is one of the
leading reasons why alliances breakdown and a major source of conflict, especially in
outsourcing contracts.

3. Building alignment can be any deal makers least favourite part when negotiating a deal.
They can often feel that they are wasting time negotiating with internal stakeholders.
However, without having the deal accepted by internal stakeholders who will eventually be
implementing the deal, moving forward with the deal could be a waste of time.
You must therefore involve not only the Subject Matter Experts but people who have to
take critical actions and that means ensuring the participation of stakeholders at the right
time. This is effectively addressed jointly rather than unilaterally.
By understanding who the different stakeholders are in each party a joint communication
sub team can map out when different inputs will be required
4. Post deal communication
Complex deals require the participation of different people during the implementation
phase. It is important that the team that put the deal together gets everyone up to speed on
the terms of the deal, the mind set under which it was negotiated and also on the trade offs
that were made in crafting out the final contract. When the implementation team is given
the contract in a vacuum they are left to interpret the contract by themselves. Each person
will eventually start developing their own picture of what the deal is supposed to look like,
what it will achieve and the intentions of the negotiators.
If the aim of the deal is to implement a service or develop a new product then you want to
include people in the negotiation phase who will be there (who will be implementing the
deal) after the deal has been signed off. It is important that these people are there listening
during the ongoing dialogue and also understand the give and take during the negotiation
and we got to the final solution.
However, you cannot have the delivery people involved during the negotiation stages all the
time. An alternative option would be to brief both sides and tell them what is in the
contract, what is different, and what the schedules cover and what are the intentions of the
deal. Also you need to cover the difficulties during the negotiation phase and also what you
ended up with and how.
Negotiators who have to brief the implementation team with their counterparts after the
deal is signed will approach the entire negotiation differently. They will start asking the
tough questions at the negotiation table that they will imagine they will have to field during
the post deal briefings.
This practice will make a deal more viable because attention will shift from the individual
negotiators and their personalities towards the merits of the arrangement.