哈佛经典-谈判

HBR OnPoint F R O M T H E H A R V A R D B U S I N E S S R E V I E W A R T I C L E Six Habits of Merely Effective Negotiators by James K. Sebenius New sections to guide you through the article: • The Idea in Brief • The Idea at Work • Exploring Further. . . P R O D U C T N U M B E R 9 4 1 1 How to sharpen your deal-making skills? Master the art of letting the other guy have your way. T H E I D E A High stakes. Intense pressure. Careless mis- takes. These can turn your key negotiations into disasters. Even seasoned negotiators bun- gle deals, leaving money on the table and dam- aging working relationships. Why? During negotiations, six common mis- takes can distract you from your real purpose: getting the other guy to choose what you want—for his own reasons. Avoid negotiation pitfalls by mastering the art of letting the other guy have your way—everyone will win. Six Habits of Merely Effective Negotiators NEGOTIATION MISTAKES 1. Neglecting the other side’s problem. If you don’t understand the deal from the other side’s perspective, you can’t solve his problem or yours. E X A M P L E : A technology company that created a cheap, accu- rate way of detecting gas-tank leaks couldn’t sell its product. Why? EPA regulations permitted leaks of up to 1,500 gallons, while this new technology detected 8-ounce leaks. Fearing the device would spawn regulatory trouble, potential customers said,“No deal!” 2. Letting price bulldoze other interests. Most deals involve interests besides price: • a positive working relationship, crucial in longer-term deals • the social contract, or “spirit of the deal,” including goodwill and shared expectations • the deal-making process—personal, respectful, and fair to both sides Price-centric tactics leave these potential joint gains unrealized. 3. Letting positions drive out interests. Incompatible positions may mask compatible interests. Your gain isn’t necessarily your “opponent’s” loss. E X A M P L E : Environmentalists and farmers opposed a power company’s proposed dam. Yet compatible inter- ests underlay these seemingly irreconcilable posi- tions: Farmers wanted water flow; environmental- ists, wildlife protection; the power company, a greener image. By agreeing to a smaller dam, water-flow guarantees, and habitat conservation, everyone won. HBR OnPoint © 2002 by Harvard Business School Publishing Corporation. All rights reserved. 4. Searching too hard for common ground. While common ground helps negotiations, different interests can give each party what it values most, at minimum cost to the other. E X A M P L E : An acquirer and entrepreneur disagree on the entrepreneurial company’s likely future. To satisfy their differing interests, the buyer agrees to pay a fixed amount now and contingent amount later, based on future performance. Both find the deal more attractive than walking away. 5. Neglecting BATNAs (“best alternative to a negotiated agreement”). BATNAs represent your actions if the proposed deal weren’t pos- sible; e.g., walk away, approach another buyer. Assessing your own and your partner’s BATNA reveals surprising possibilities. E X A M P L E : A company hoping to sell a struggling division for somewhat more than its $7 million value had two fiercely competitive bidders. Speculating each might pay an inflated price to trump the other, the seller ensured each knew its rival was looking. The division’s selling price? $45 million. 6. Failing to correct for skewed vision. Two forms of bias can prompt errors: • Role bias—overcommitting to your own point of view and interpreting information in self-serving ways. A plaintiff believes he has a 70% chance of winning his case, while the defense puts the odds at 50%. Result? Unlikelihood of out-of-court settlement. • Partisan perceptions—painting your side with positive qualities, while vilifying your “oppo- nent.” Self-fulfilling prophecies may result. Counteract these biases with role-plays of the opposition’s interests. T H E I D E A A T W O R K I N B R I E F Like many executives, you know a lot about negotiating. But still you fall prey to a set of common errors. The best defense is staying focused on the right problem to solve. by James K. Sebenius lobal deal makers did a staggering $3.3 trillion worth of M&A transactions in 1999 – and that’s only a fraction of the capital that passed through negotia- tors’ hands that year. Behind the deal-driven headlines, exec- utives endlessly negotiate with customers and suppliers, with large shareholders and creditors, with prospective joint ven- ture and alliance partners, with people inside their companies and across national borders. Indeed, wherever parties with different interests and perceptions depend on each other for results, negotiation matters. Little wonder that Bob Davis, vice chairman of Terra Lycos, has said that companies “have to make deal making a core competency.” Luckily, whether from schoolbooks or the school of hard knocks, most executives know the basics of negotiation; some are spectacularly adept. Yet high stakes and intense pressure can result in costly mistakes. Bad habits creep in, and experi- ence can further ingrain those habits. Indeed, when I reflect on the thousands of negotiations I have participated in and stud- ied over the years, I’m struck by how frequently even experi- enced negotiators leave money on the table, deadlock, dam- age relationships, or allow conflict to spiral. (For more on the Copyright © 2001 by Harvard Business School Publishing Corporation. All rights reserved. 87 SIX HABITS OF Merely Effective NEGOTIATORS G rich theoretical understanding of negotiations developed by researchers over the past fifty years, see the sidebar “Academics Take a Seat at the Negotiating Table.”) There are as many specific reasons for bad outcomes in negotiations as there are individuals and deals. Yet broad classes of errors recur. In this article, I’ll explore those mistakes, comparing good negotiating practice with bad. But first, let’s take a closer look at the right negotiation problem that your approach must solve. Solving the Right Negotiation Problem In any negotiation, each side ultimately must choose be- tween two options: accepting a deal or taking its best no-deal option – that is, the course of action it would take if the deal were not possible. As a negotiator, you seek to advance the full set of your interests by persuading the other side to say yes–and mean it – to a proposal that meets your interests better than your best no-deal option does. And why should the other side say yes? Because the deal meets its own interests better than its best no-deal option. So, while protecting your own choice, your negotiation problem is to understand and shape your counterpart’s perceived deci- sion – deal versus no deal – so that the other side chooses in its own interest what you want. As Italian diplomat Daniele Vare said long ago about diplomacy, negotiation is “the art of letting them have your way.” This approach may seem on the surface like a recipe for manipulation. But in fact, understanding your counter- part’s interests and shaping the decision so the other side agrees for its own reasons is the key to jointly creating and claiming sustainable value from a negotiation. Yet even experienced negotiators make six common mistakes that keep them from solving the right problem. MISTAKE 1 Neglecting the Other Side’s Problem You can’t negotiate effectively unless you understand your own interests and your own no-deal options. So far, so good – but there’s much more to it than that. Since the other side will say yes for its reasons, not yours, agree- ment requires understanding and addressing your coun- terpart’s problem as a means to solving your own. At a minimum, you need to understand the problem from the other side’s perspective. Consider a technology company, whose board of directors pressed hard to de- velop a hot new product shortly after it went public. The company had developed a technology for detecting leaks in underground gas tanks that was both cheaper and about 100 times more accurate than existing technologies– at a time when the Environmental Protection Agency was persuading Congress to mandate that these tanks be con- tinuously tested. Not surprisingly, the directors thought their timing was perfect and pushed employees to com- mercialize and market the technology in time to meet the demand. To their dismay, the company’s first sale turned out to be its only one. Quite a mystery, since the tech- nology worked, the product was less expensive, and the regulations did come through. Imagine the sales en- gineers confidently negotiating with a customer for a new order: “This technology costs less and is more ac- curate than the competition’s.” Think for a moment, though, about how intended buyers might mull over their interests, especially given that EPA regulations per- mitted leaks of up to 1,500 gal- lons while the new technology could pick up an 8-ounce leak. Potential buyer: “What a tech- nological tour de force! This handy new device will almost certainly get me into need- less, expensive regulatory trou- ble. And create P.R. problems too. I think I’ll pass, but my competition should definitely have it.” From the technology company’s perspective,“faster, better, cheaper”added up to a sure deal; to the other side, it looked like a headache. No deal. Social psychologists have documented the difficulty most people have understanding the other side’s per- spective. From the trenches, successful negotiators concur that overcoming this self-centered tendency is critical. As Millennium Pharmaceuticals’Steve Holtzman put it after a string of deals vaulted his company from a start-up in 1993 to a major player with a $10.6 billion market cap today, “We spend a lot of time thinking about how the poor guy or woman on the other side of the table is going to have to go sell this deal to his or her boss. We spend a lot of time trying to understand how they are modeling it.” And Wayne Huizenga, veteran of more than a thou- sand deals building Waste Management, AutoNation, and Blockbuster, distilled his extensive experience into basic advice that is often heard but even more often forgotten. 88 harvard business review Six Habits of Merely Effective Negotiators James K. Sebenius is the Gordon Donaldson Professor of Business Administration at Harvard Business School in Bos- ton, where he led the creation of the negotiation unit. He helped found and worked at the Blackstone Group, a New York investment banking and private equity firm. He is co- author with David Lax of the forthcoming book 3-D Nego- tiation: Creating and Claiming Value for the Long Term. Your negotiation problem is to understand and shape your counterpart’s perceived decision so that the other side chooses in its own interest what you want. april 2001 89 Six Habits of Merely Effective Negotiators Early in his deal-making career at Cisco Systems, Mike Volpi, now chief strategy officer, had trouble completing proposed deals, his “outward confidence”often mis- taken for arrogance. Many acquisitions later, a colleague observed that “the most important part of [Volpi’s] development is that he learned power doesn’t come from telling people you are powerful. He went from being a guy driving the deal from his side of the table to the guy who understood the deal from the other side.” An associate of Rupert Murdoch re- marked that, as a buyer, Murdoch “un- derstands the seller – and, whatever the guy’s trying to do, he crafts his offer that way.” If you want to change someone’s mind, you should first learn where that person’s mind is. Then, together, you can try to build what my colleague Bill Ury calls a “golden bridge,” spanning the gulf between where your counterpart is now and your desired end point. This is much more effective than trying to shove the other side from its position to yours. As an eighteenth-century pope once noted about Cardinal de Polignac’s remarkable diplomatic skills,“This young man always seems to be of my opinion [at the start of a negotiation], and at the end of the con- versation I find that I am of his.” In short, the first mistake is to focus on your own problem, exclusively. Solve the other side’s as the means to solving your own. MISTAKE 2 Letting Price Bulldoze Other Interests Negotiators who pay attention exclu- sively to price turn potentially coopera- tive deals into adversarial ones. These “reverse Midas” negotiators, as I like to call them, use hard-bargaining tactics that often leave potential joint gains unreal- ized. That’s because, while price is an im- portant factor in most deals, it’s rarely the only one. As Felix Rohatyn, former managing partner of the invest- ment bank, Lazard Frères, observed,“Most deals are 50% emotion and 50% economics.” There’s a large body of research to support Rohatyn’s view. Consider, for example, a simplified negotiation, ex- tensively studied in academic labs, involving real money. One party is given, say, $100 to divide with another party as she likes; the second party can agree or disagree to the Paralleling the growth in real-world negotiation, several generationsof researchers have deepened our understanding of the process. In the 1950s and 1960s, elements of hard (win-lose) bargaining were iso- lated and refined: how to set aggressive targets, start high, concede slowly, and employ threats, bluffs, and commitments to positions with- out triggering an impasse or escalation. By the early 1980s, with the win-win revolution popularized by the book Getting to Yes (by Roger Fisher, William Ury, and Bruce Patton), the focus shifted from battling over the division of the pie to the means of expanding it by uncovering and reconciling underlying interests. More sophisticated analysis in Howard Raiffa’s Art and Science of Negotiation soon transcended this simplistic “win-win versus win-lose” debate; the pie obviously had to be both expanded and divided. In The Manager as Negotiator (by David Lax and James Sebenius), new guidance emerged on productively manag- ing the tension between the cooperative moves necessary to create value and the competitive moves involved in claiming it. As the 1990s progressed with work such as Negotiating Rationally (by Max Bazerman and Margaret Neale), the behavioral study of negotiation – describing how people actually negotiate – began to merge with the game theo- retic approach, which prescribed how fully rational people should ne- gotiate. This new synthesis – developing the best possible advice with- out assuming strictly rational behavior – is producing rich insights in negotiations ranging from simple two-party, one-shot, single-issue situ- ations through complex coalitional dealings over multiple issues over time, where internal negotiations must be synchronized with external ones. Negotiation courses that explore these ideas have always been popular options at business schools, but reflecting the growing recog- nition of their importance, these courses are beginning to be required as part of MBA core programs at schools such as Harvard. Rather than a special skill for making major deals or resolving disputes, negotia- tion has become a way of life for effective executives. A C A D E M I C S TA K E A S E AT AT T H E N E G O T I AT I N G TA B L E “In all my years of doing deals, a few rules and lessons have emerged. Most important, always try to put yourself in the other person’s shoes. It’s vital to try to understand in depth what the other side really wants out of the deal.” Tough negotiators sometimes see the other side’s con- cerns but dismiss them: “That’s their problem and their issue. Let them handle it. We’ll look after our own prob- lems.” This attitude can undercut your ability to prof- itably influence how your counterpart sees its problem. arrangement. If he agrees, the $100 is divided in line with the first side’s proposal; if not, neither party gets anything. A pure price logic would suggest proposing something like $99 for me, $1 for you. Although this is an extreme al- location, it still represents a position in which your coun- terpart gets something rather than nothing. Pure price ne- gotiators confidently predict the other side will agree to the split; after all, they’ve been offered free money – it’s like finding a dollar on the street and putting it in your pocket. Who wouldn’t pick it up? In reality, however, most players turn down proposals that don’t let them share in at least 35% to 40% of the bounty – even when much larger stakes are involved and the amount they forfeit is significant. While these rejec- tions are “irrational”on a pure price basis and virtually in- comprehensible to reverse Midas types, studies show that when a split feels too unequal to people, they reject the spoils as unfair, are offended by the process, and perhaps try to teach the “greedy” person a lesson. An important real-world message is embedded in these lab results: people care about much more than the ab- solute level of their own economic outcome; competing interests include relative results, perceived fairness, self- image, reputation, and so on. Successful negotiators, ac- knowledging that economics aren’t everything, focus on four important nonprice factors. The Relationship. Less experienced negotiators often undervalue the importance of developing working rela- tionships with the other parties, putting the rela- tionships at risk by overly tough tactics or simple neglect. This is especially true in cross-border deals. In much of Latin Amer- ica, southern Europe, and Southeast Asia, for exam- ple, relationships – rather than transactions – can be the predominant ne- gotiating interest when working out longer term deals. Results-oriented North Americans, Northern Europeans, and Australians often come to grief by underestimating the strength of this in- terest and insisting prematurely that the negotiators “get down to business.” The Social Contract. Similarly, negotiators tend to focus on the economic contract – equity splits, cost shar- ing, governance, and so on – at the expense of the social contract, or the “spirit of a deal.” Going well beyond a good working relationship, the social contract governs people’s expectations about the nature, extent, and du- ration of the venture, about process, and about the way unforeseen events will be handled. Especially in new ven- tures and strategic alliances, where goodwill and strong shared expectations are extremely important, negotiating a positive social contract is an important way to reinforce economic contracts. Scurrying to check founding docu- ments when conflicts occur, which they inevitably do, can signal a badly negotiated social contract. The Process. Negotiators often forget that the deal- making process can be as important as its content. The story is told of the young Tip O’Neill, who later became Speaker of the House, meeting an elderly constituent on the streets of his North Cambridge, Massachusetts, dis- trict. Surprised to learn that she was not planning to vote for him, O’Neill probed, “Haven’t you known me and my family all my life?”“Yes.”“Haven’t I cut your grass in summer and shoveled your walk in winter?” “Yes.” “Don’t you agree with all my policies and positions?” “Yes.” “Then why aren’t you going to vote for me?” “Be- cause you didn’t ask me to.” Considerable academic re- search confirms what O’Neill learned from this conversa- tion: process counts. What’s more, sustainable results are more often reached when all parties perceive the process as personal, respectful, straightforward, and fair.1 The Interests of the Full Set of Players. Less expe- rienced negotiators sometimes become mesmerized by the aggregate economics of a deal and forget about the interests of pla