Today we conducted another acquisition simulation, for Finance this time. Our last simulation, for Strategy, was computerized and was built around realizing synergies between the two organizations and generating buy-in from stakeholders on both sides (and external). Today’s simulation was a negotiation between Nestle and Rowntree, a UK-based chocolatier. Our 12 study groups were divided up evenly, half representing the acquiror and half the acquiree.
Last night we submitted our position to a neutral party: which operational/organizational issues were important for us, who we thought had the most bargaining leverage, what our target price was, and what our walk-away price was. The objective was to propose a win-win deal in which both sides ceded some points and came out better in the long run. My group represented Rowntree.
This morning we met with our paired Nestle group and got down to business. We both agreed that we were working toward the same goal and the meeting began very congenially. We compromised and came to agreements on layoffs, organizational structure, branding, and distribution with no problem. However, once the discussion turned to price, the attitudes of both sides soured.
It has been impressive to me how consistently, in every negotiation we have done, no matter how genuine the desire for collaboration is, irrationality and defensiveness play strong roles. Someone will invariably say something inflammatory. This causes the other group to put up its defenses and soon the two groups are “at war” with each other. In this case it came down to the last minute for us. We were bickering over a gap of 25 pence per share. The price was well above my group’s walk-away price and below the other group’s walk-away price. We had agreed on every other aspect of the deal. In short, rationally everyone in the room was prepared to accept the terms on the table but no one’s ego wanted to give up that final 25 pence–or even meet in the middle.
At the last second, as we were being called into class and it looked like no deal would happen. I offered my hand to the other group’s chief negotiator and accepted their terms. I had no authority to do so, but my group went along with it because rationally they knew it was the smart choice. I couldn’t believe how emotions had almost killed a good deal over 25 pence!
The real learning came in class during the debrief. Only half of our groups had reached agreements despite every single one of them having entered negotiations with enough common ground (as illustrated by the positions they submitted last night) to do a deal. One group failed to close based on a difference of 10 pence even though all their other terms were in place–and I thought our 25-pence difference seemed trivial!
The exercise and the debrief were valuable. If there is one thing we have learned at IMD it is that human beings behave irrationally, especially when under stress. Human beings lead and represent organizations (companies, departments, even countries), giving these organizations a sort of collective irrationality. Slowly but surely we are learning to anticipate and identify irrational behavior in ourselves and in others, enabling us to detach from strong situations and make rational decisions. Here at IMD we have the opportunity to test out such skills in a consequence-free environment such that we are more prepared to do the right thing when billions of dollars, the future of an organization, or even human lives are on the line. Real world, real learning.