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Do celu tam się wysiada. Lec Stanisław Jerzy (pierw. de Tusch-Letz, 1909-1966)
A bogowie grają w kości i nie pytają wcale czy chcesz przyłączyć się do gry (. . . ) Bogowie kpią sobie z twojego poukładanego życia (. . . ) nie przejmują się zbytnio ani naszymi planami na przyszłość ani oczekiwaniami. Gdzieś we wszechświecie rzucają kości i przypadkiem wypada twoja kolej. I odtąd zwyciężyć lub przegrać - to tylko kwestia szczęścia. Borys Pasternak
Idąc po kurzych jajach nie podskakuj. Przysłowie szkockie
I Herkules nie poradzi przeciwko wielu.
Dialog półinteligentów równa się monologowi ćwierćinteligenta. Stanisław Jerzy Lec (pierw. de Tusch - Letz, 1909-1966)

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.Another technique to keep in mind is spending time with your counterparty outside of the negotiation process to build a relationship.Try to get to know the person on the other side of the table—his or her personality, interests, and tendencies.Time spent in developing a sense of trust and cooperation away from the negotiating table, whether it is over drinks after a session, dinner, or a simple chat, can pay huge benefits in increasing your productivity at the negotiating table.D.Know When You Have LeverageKnowing when you have leverage and being willing to use it can be a very effective negotiating technique if it is used in the right way, so that relationships are preserved.Having a feel for what isM&A Trends, Career Paths, and Other Topics 195important to the seller can be critical to your ultimate success.A classic example is a seller that must sell a business by a certain date—for financial reasons, regulatory constraints, tax reasons, or some other reason.The longer the process goes and the fewer the potential buyers, the more the leverage passes to the buyer.Buyers should be aware of this and use it to their advantage as the deal progresses.However, buyers need to be very careful not to take advantage of this leverage unfairly.In some cases, buyers have become unreasonable toward the end of a deal when they know that the seller is forced to sell.This can often backfire, with the seller coming up with a backup plan to foil an unreasonable buyer.Even more importantly, nothing hurts a deal professional’s credibility more than retrading a deal at the closing table unfairly just because the buyer has the leverage to do it.Buyers have a moral responsibility to stick to the basic terms and conditions that they previously agreed to, regardless of how much negotiating leverage they have.E.Be Sensitive to CultureAs we will discuss later in this chapter, deals in an international setting may require a different approach to negotiation.Even within different parts of the United States, cultures and personalities of the professionals may be different, justifying a different approach to the deal.For example, the hard-line, direct negotiating approach that is typical in New York City may not play well in a deal being negotiated in western Kentucky.You need to try to adapt your negotiating style as the situation justifies it.Try to modify your negotiating style to that of the seller.For example, in some negotiations, both parties make concessions on smaller items to try to make the process more efficient.As long as this is a fair give and take—that is, each side is willing to make concessions—this works well.However, when you are dealing with a strong counterparty you may have to take a harder line.These smaller concessions can add up over time to a material difference in the deal.Unfortunately, you need to solidify your positions to prevent being taken advantage of by a hard-line negotiator on the other side.The last thing you want is a lack or respect from the other side; you need to draw the line somewhere.There is obviously a fine line between developing a relationship with the seller196CHAPTER 12and being taken advantage of.Experienced deal professionals learn to spot these tendencies early and adjust their negotiating style accordingly.F.ListenProbably the single most important aspect of the M&A negotiation process is your ability and willingness to listen.You can often learn as much by watching the facial expressions and body language of the people on the other side of the table as from what they have to say.While you are at the negotiating table, you have to force yourself to stop talking and listen.You also need to pay attention to the timing and delivery of what you have to say, ensuring that your responses are well thought out and balanced.Once you have put an offer or concession on the table, it is very hard to retract it.4.INTERNATIONAL ISSUESAll of the problems and complexities of a domestic deal are mag-nified in an international setting.Trying to learn about a target company is hard enough when the people at that company speak the same language as you; it is much more difficult in an international setting, with different languages, customs, and procedures.There may also be more hesitation on the part of target company personnel to open up to due diligence team members from another country.Getting adequate information to make an informed bid can be especially challenging in these settings.Finally, negotiating techniques can vary significantly from country to country.For example, U.S.executives are often criticized for being too aggressive and direct in their international negotiations.Here are some areas that can raise particular problems: I Taxes.Hiring a well-qualified tax advisor is particularly important in an international setting.A thorough understanding of the tax laws of the buyer’s country and the country and local tax laws of the target company is required.Thoughtful tax planning can help you deal efficiently with the tax codes of both countries and keep a deal on track.You can also improve the economics of the deal by looking at the tax position of the proposed target along with the other holdings of the new parent company.In some cases,M&A Trends, Career Paths, and Other Topics 197the taxes paid in one jurisdiction can be offset against taxes paid in another.The buyer’s corporate tax people should be involved to take a global look at the effect of adding the target to the current international portfolio of companies owned by the buyer.I Legal.Like taxes, legal principles and customs are unique to an individual country.For example, in some emerging economies, buyers may decide that the legal system has not evolved enough to transact business safely [ Pobierz całość w formacie PDF ]

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