Negotiation tactics.(Mergers, IPOs, and Venture Finance: Equities)(Professional standards)

Mike Tyson once said, "Everybody's got a plan--until he gets hit." In negotiating a deal, you need a plan that survives the stress of the first encounter and adds value during the negotiation process. You need to counter against common ploys while moving your agenda forward aggressively.

One of the most effective negotiating tactics is serial negotiations. Issues are presented one by one and you are pushed to solve them singly before moving on to the next. In this scenario, you don't know how many issues there are and which ones are critical. Respond to this tactic by asking for all issues to be put on the table first, enabling you to understand and study them. This allows you to shuffle and prioritize, enabling you to stage issues so that the buyer can win ones you care little about while you focus on winning points important to you. Inevitably, you will be left with a few big disagreements to hammer out, but in the meantime you'll have minimized your upfront concessions.

Another effective ploy is "Bad News/Good News". This begins with a negotiator outlining a doomsday scenario that kills the deal because of one "major" problem . . . and then proceeds to give you the "good news"--a compromise that involves substantial concessions (from you). In a recent example, a buyer agreed to purchase our client but then learned they were arguably infringing on a patent. The buyer opened negotiations with a worst case scenario in which the patent owner obtains a temporary restraining order and puts our client out of business. He argued it would be in our client's interest to cut their price by 30% to compensate for the patent risk.

On closer examination, we discovered that the patent holder had recently lost an infringement case and was now being acquired by a company that had never tried to enforce its patents. Rather than cut the price, we threatened to walk away from the deal and ultimately closed at the negotiated figure.

Nat Burgess, senior vice president, Corum Group, 10500 NE Eighth St., Bellevue, Wash. 98004; 425/4558281. E-mail: nburgess@corumgroup.com.

 Company/Description         Acquired by                    Price/Terms  Integrated Distribution     Retalix, Ltd.                  $44,000,000     Solutions                                            Terms: Cash,   * Provides                                         stock/earnout (1)     distributors with a     ERP solutions  Concord Communications      Computer Associates           $256,790,000   * Network management                                 Terms: All cash     solutions  InteliData                  Corillian                      $21,600,000   * Online banking and                                 Terms: $17.1 MM     bill payment                                    stock/$4.5 MM cash  AttentiV Systems Group      TietoEnator                    $88,190,000   * Software solutions/                                Terms: All cash     services for the     financial services     sector  Company/Description                    Revenues               Multiple  Integrated Distribution             $27,400,000                   1.61     Solutions   * Provides     distributors with a     ERP solutions  Concord Communications             $106.190,000                   2.42   * Network management     solutions  InteliData                          $50,080,000                   0.43   * Online banking and     bill payment  AttentiV Systems Group              $60,750,000                   1.45   * Software solutions/     services for the     financial services     sector  (1.) $34.4 MM cash, $7.0 MM in stock, $5.0 MM earnout