Mid-Market M&A Handbook

The 4 Building Blocks of Negotiation: Is it a good idea to bluff?

Negotiating deals, whether to sell a business, secure capital, or achieve other business objectives, requires a strategic approach. In this article, I’ll outline the four building blocks of negotiation and address the question of whether bluffing is a good idea.

Setting the Chessboard

Situational Framing

The first building block of effective negotiation is situational framing. When entering a negotiation, it’s essential to set the stage by providing an overview of the situation. This involves explaining where we have been, where we are going, and why we are here. By doing this, we bring everyone to a level playing field. Before sitting down to negotiate, you may not know the other party’s objectives or how they perceive the situation. Establishing a common understanding helps align everyone’s mindset and creates a conducive environment for negotiation.

Breakdown of Variables

The second building block is breaking down the variables. Once the situational framing is set, it’s crucial to identify and agree on the specific elements to be negotiated. These variables can include the value, structure, transition period for ownership, and other relevant factors. By clearly outlining what is being negotiated, both parties can focus on what’s important and avoid misunderstandings. Additionally, identifying the variables implicitly confirms that anything not listed is already agreed upon or not an issue, streamlining the negotiation process.

Constructive Communications

Guidance

Providing guidance is the third building block. When selling a business, for example, I avoid setting an asking price or specific terms up front. Instead, I offer a lower bound to indicate the minimum acceptable offer while maintaining flexibility for competitive bidding. This approach builds trust by showing respect for the other party’s time and efforts. By giving a clear indication of what would be a waste of time and what would be worth pursuing, you foster a sense of honesty and transparency, which is vital for successful negotiations.

Responsiveness

The fourth building block is responsiveness. Maintaining momentum in negotiations requires timely communication and follow-through. When you say you will get back to the other party by a certain date and time, make sure you do it. This consistency builds trust and keeps the negotiation process on track. If the other party fails to meet their commitments, you can point out the discrepancy, giving you the upper hand and reinforcing the importance of reciprocal responsibility.

Is it a Good Idea to Bluff?

Now, let’s address the central question: Is it a good idea to bluff in negotiations? My experience has taught me that the answer is no. Bluffing can undermine trust and damage long-term relationships. Instead, I advocate for honesty and strategic omission. While you don’t need to disclose everything, being direct about what you can and cannot share builds credibility.

For instance, if you have multiple offers on the table and a potential buyer asks about the details, you can provide general guidance without revealing specific information. By saying, “We’re talking to several parties and cannot disclose individual offers, but here’s the guidance we’re providing to everyone,” you maintain transparency without compromising the negotiation process.

Bluffing, on the other hand, can backfire. If you claim to have offers at certain values when you don’t, and later have to retract or modify your statements, the other party will likely see you as untrustworthy. This perception can hinder future negotiations and reduce your leverage. By being honest and clear about what you are and are not willing to share, you build a foundation of trust that can be crucial in the final stages of negotiation.

Conclusion

In summary, effective negotiation involves four key building blocks: situational framing, breakdown of variables, guidance, and responsiveness. These elements help create a structured and transparent negotiation process that fosters trust and facilitates successful outcomes. When it comes to bluffing, it’s better to be honest and strategic about what you share. This approach not only builds trust but also positions you as a credible and reliable negotiator.

By understanding and implementing these principles, you can enhance your negotiation skills and achieve better results in your business dealings. Remember, the goal is to build long-term relationships based on trust and transparency, which ultimately lead to more successful and sustainable business outcomes.