M&A Negotiation

City Training UK
Course summary
Next available date: Contact City Training for information - London
Corporate Training for Teams

Course description

Accounting/Financial Statement Analysis Course

M&A Negotiation

This course has been developed to provide M&A bankers with the key soft skills to negotiate and close a sell-side or buy-side transaction in a structured and uniformed approach.

The trainer will discuss the main negotiation techniques, including reciprocity, BATNA and trading concessions. The participants will then role play in separate groups on an M&A case study with participants playing buyers and sellers. During the role play, the key clauses of SPA are discussed including the “lock-box” and “completion accounts” mechanisms, representations & warranties, etc.

Suitability - Who should attend?

  • Senior Associates in investment banks / M&A boutiques
  • Vice-Presidents in investment banks / M&A boutiques
  • Strategy and Corporate Development professionals
  • Finance, legal professionals involved in M&A and SPA negotiations
  • All other interested Finance professionals

Training Course Content

Negotiation Personalities

  • Typical negotiation roles include:
    • The leader is generally the negotiator with the most experience
    • The good guy is the person with whom most of the members of the opposing team will identify
    • The bad guy attempts to make the opposition feel that the agreement could stall any minute
    • The hard liner takes a tough line on everything
    • o The sweeper picks up and brings together all the points of view expressed and then puts them forward as a single coherent case
  • Experienced negotiators know how to switch roles depending on the situation

Negotiation Process

  • All negotiations, consciously or unconsciously, go through a number of logical steps
  • Stage 1: preparation and planning
    • Objective building and fact finding
    • Collecting the evidence (organising the facts)
    • Stakeholder analysis (identifying the key decision makers)
    • Position perception
  • Stage 2: enquire and test assumptions
    • Build rapport & create a positive environment
    • Avoid hostility under all circumstances
  • Stage 3:propose
    • Let the other party make the first proposal
    • Deliver your proposal with little emotion
    • Never offer your final position at the start
    • Aim high whilst being reasonable
  • Stage 4: bargain
    • Trade concessions rather than just make concessions
    • Avoid “irritators” and overly frequent counter-proposals
  • Stage 5: close
    • Avoid defend-attack spirals
    • Provide a “feelings commentary”
    • Avoid “argument dilution”

M&A Negotiation

  • The ten fundamentals principles to negotiation techniques
    • Set maximum and minimum objectives
    • Keep analysing the deal variables
    • Always aim high
    • Never give a concession – always trade it
    • Keep the whole relationship in mind
    • Know when to walk away from a deal
    • Know the negotiation process
    • Have a BATNA (Best Alternative To a Negotiated Agreement)
    • Select an effective negotiation strategy
    • Change your strategy if necessary but never change your BATNA
  • The six rules of influence: reciprocation, scarcity, authority, commitment, liking and consensus
    • Before the negotiation, decide what you will do if nothing comes of the negotiation
    • Unless you have a plan B, your anxiety may reach dangerous levels
    • BATNAs set the threshold in terms of the full set of interests that any acceptable agreement must exceed
    • Both parties doing better than their BATNAs is a necessary condition for an agreement
  • Zero sum fallacy
    • Zero-sum fallacy is a situation in which a participant's gain (or loss) is exactly balanced by the losses (or gains) of the utility of the other participant(s)

Final Case Study - Introduction

  • The participants are split into two groups, a buyer (a multinational company) and a seller (a private equity firm)
  • The key focus will be on negotiating and executing deals smoothly and correctly to the best interest of the parties while arriving at an acceptable solution for both parties
  • The participants will role-play the M&A negotiation in two rounds

Final Case Study – Round I

  • The seller has been running a competitive process and has received non-binding offers from several parties
  • One of the buyers is trying to obtain an exclusivity and has asked for a meeting with the seller to discuss their bid and the key clauses of the SPA.

Final Case Study – Round II

  • The interested buyer has been granted exclusivity and is negotiating the detailed clauses of the SPA including:
    • The price adjustment mechanism: locked box vs. completion account
    • An earn-out or deferrred payment structures
    • The potential adjustments to working capital and capex
    • The representation & warranties and related indemnities
    • A pro or anti-sanbagging provision
    • A MAC clause


The course described above can be individually tailored to suit the needs of your organisation and the participants. If you would like to discuss the development of an in-house training course contact City Training below. 

About provider

City Training UK

City Training is a highly-distinguished supplier of premium public courses, in-house training, and courses for universities and schools. The company focuses solely on financial training and covers the areas of financial accounting, corporate finance, valuation, credit analysis, regulatory capital, mergers and...

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City Training UK

100 Pall Mall, Saint James
SW1Y 5NQ London

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Average rating 4.9

Based on 7 reviews

Sean - Director, M&A boutique
It was very informative - very positive compared to other negotiation courses.
Mary L. - VP, M&A boutique
Very good appropriate considering the varied background of audience.Teacher was excellent
Masahiro - Associate, i-bank
The trainer was really communicative & enthusiastic. The final negotation was interesting with some good learning points
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