Virtues of the Deal

Honesty. Integrity. Consistency. Adaptability. Credibility. Trust. Respect. Open-mindedness. Good judgment. Curiosity. The list goes on and on.

When we set out to explore characteristics of the people who are effective dealmakers, we didn’t expect the vast majority of them to be so virtuous. Sure, we heard talk of tactical savvy and gamesmanship, but the conversations invariably steered back to traits not traditionally associated with what’s often perceived as a cutthroat arena.

We spoke with four leading dealmakers from four different corners of our community, asking one central, straightforward question: What makes a good dealmaker?

Their perspectives — while subjective — were remarkably similar, and focused largely on the soft skills that lead to successful outcomes. The hard skills — technical knowledge, intelligence, legal understanding, and subject matter expertise — they agreed, are all table stakes. But what makes people excel, and makes it such an interesting job, all lie in one’s approach. 

“It’s the most fascinating job that I can think anyone has,” says Eeva Hakoranta. “You get to meet people, interesting people, all over the world. You get to learn new things. It’s never similar, there’s always some surprise. And it’s never about you, it’s the impact you make.”

The Virtue of Balance

Hakoranta is EVP, Chief Licensing Officer at InterDigital, overseeing all of the wireless and video technology company’s licensing activities across a range of different sectors. The temperament people bring to the table, she says, is what most often makes the difference.

“What makes deals click is really people,” she says. “If you don’t have the basic elements for the deal, it rarely works, but it really is people who are able to listen to one another and find solutions that both parties can accept. Usually deals get easier, and they start clicking when the basic trust, and the basic relationship, has been established.”

Balance is crucial. An arrogant attitude leads to alienation, while a lack of confidence never provides stable footing. Starting instead with a constructive attitude is foundational, and that often means investing time together away from the negotiating table.

“Often trust is established, and relationships are put in place, not in the meeting itself but on the side,” Hakoranta says, “when the teams are having lunches or dinners together, having a more informal exchange and getting to know one another.”

Her perspective on building personal familiarity may owe in part to the Helsinki-based Hakoranta’s Finnish culture, in which trust and transparency are prized. She laughs when it’s noted that the Finns are often ranked the happiest people in the world. “We have one of the highest taxation rates, the most terrible climate, and we spend all of our winter in darkness. We sometimes joke that it’s just so hard that we’re happy for little things.”

Those little things, however, often afford the opportunity to gain a better understanding of a counterparty’s team, and to observe their interpersonal dynamics and decision-making styles. Some have hierarchical mandates and reporting responsibilities, while others are free to wheel and deal. That knowledge all plays into better communication and mutually beneficial outcomes. Information, Hakoranta says, is not always transmitted directly, so understanding subtleties can result in faster, smoother transactions.

If dealmaking is like a dance, it’s much more a tango than the Charleston. There’s an inherent tension, a drama that plays out at changing tempos, sometimes even with changing dancers, but that hopefully resolves in a satisfying denouement.

“There is music to it,” Hakoranta says. “And there can be all kinds of posturing before the music starts. It can take a long time to get into the dealmaking mode. Some people are not serious, they’re just seemingly wanting to do a deal with you, but they’re not honest and genuine. But when you get into real dealmaking, there is music to it, and it is a dance that both parties are contributing to.”

The Virtue of Approachability

“The more I’m seen not as a lawyer, the better it is in negotiations,” says Jonathan Waldrop, Partner and Chair of the Intellectual Property group at Kasowitz Benson Torres. He recalls working with a more senior attorney early in his career.

“In some transactional meetings he would be the biggest personality in the room,” he recalls. “He would be bombastic, he would be pushy. He would take maximalist positions. He would control the room. In other meetings, he wouldn’t speak, it would be just his presence. He would say one or two words. I watched that. Sometimes not even talking, just being present, was as powerful as 10,000 words. He would say to me, ‘Sometimes, Jon, you got to be big, sometimes you got to be small. It just depends on what the deal requires.’”

Waldrop took to heart the notion that in dealmaking, there’s never any one right way, and that the approach one chooses is often the key to a deal’s success. He says that more than legal acumen, being an adept negotiator, being a problem solver, and bringing people together is what builds trust as an adviser. 

“I find myself being less of a lawyer, but being more of a businessperson who has knowledge of the law,” he says. “That means asking a lot of questions. What am I missing? Here’s my thesis, but why am I wrong? What could derail this deal? Is it tax issues? Is it duration? Is it monetization? Is asset protection in terms of scope?”

Too often, he says, concerns are ignored by lawyers because they believe they were brought in to be authoritative. Taking a more inquisitive approach surfaces meaningful issues that can then be addressed in an organized fashion. It also helps build a useful rapport with all parties involved. 

That’s not to say that the process is frictionless. Any deal can have a long history, sometimes with deep acrimony between parties. But bringing a track record of objectivity to the table is a strong asset.

“Look, I’m a straight shooter, and I maintain my credibility,” Waldrop says. “I’m here to advocate for my client, not for you, but I’m going to be straightforward and as transparent as we can be. I try to use humor. I always take the deal seriously; I don’t take myself seriously.”

Many things can go wrong in a deal. Mistakes are made in documents, or errors in revisions. Such inevitable slips are oftentimes used by one party or another to attack, to turn the screws for better terms. Yet building rapport can provide material accommodations over the course of a negotiation.

But can the time spent building relationships really mean the difference between another round of long, costly negotiations and simply being able to just call someone and say, hey, I think we have a gap in understanding?

“Exactamundo!” Waldrop exclaims. “You hit it right on the head. The experienced dealmakers who are in it for the long term see how important that is. Because of their reputation, they are able to pick up the phone and put deals together.”

The Virtue of Decency

One Sunday morning, earlier in her career, Courtney Quish was at a friend’s house with her husband and two young children for a visit. She accidentally left her phone in the car. When she returned to her phone a mere hour or so later, she had eight missed calls, and several anxious voicemails and emails looking for her. But there was no emergency; just a client that expected her to be available 24/7 and who was clearly frustrated when she was not.

“I just remember thinking, I don’t want to have clients like this,” she says. “I don’t care how much they pay me. It’s not worth it.”

Quish is Managing Director at Fortress Investment Group, where she’s responsible for making IP investments and supporting those investments through to success, including by sitting on the investments’ boards and having an influence on the selection of C-level leadership teams. Over the course of a varied legal and finance career, she’s come to appreciate the unwavering principle of one of her close contacts. He expressed it succinctly: “I don’t work with assholes, Courtney. You can recommend whatever lawyers you want — litigation counsel, prosecution counsel, tax counsel, whatever, but if I meet them and they’re not kind people, I’m not going to work with them.”

The more senior people become, and the more success they have, Quish finds that they typically diverge along two paths. Some become more reflective, introspective, and thoughtful, and draw upon the wisdom of their experiences. Others assume a role of superiority and a “my way or the highway” attitude. The latter group, she says, tend not to last long in their roles today.

“There are many capable and experienced people out there,” she says. “That’s not enough. Life is short; we spend a lot of time in meetings, in calls and on Zoom. I don’t want to wake up and have my first cup of coffee with someone who isn’t a pleasant person.”

It isn’t just personal preference. The Fortress IP investment team invests in IP-rich companies, but the investment decision isn’t limited to assessment of the patent portfolio. “The decency and trustworthiness of the acquisition target management team is a critical component of our investment decision,” says Quish. The same is true for each post-acquisition management team.  

“Whether the investment company is operating a product or service business or a licensing business, we believe teams made up of kind and thoughtful people will set the company up for success,” she says.

These people, she says, tend to be better listeners and better communicators, positioning the companies for successful negotiations with other market participants. They also tend to be more open-minded, creative, and collaborative — all necessary skills in industries that are changing so quickly.

This focus on decency hasn’t always been a focus of the legal industry. “Years ago, when I was a new lawyer, people tolerated unkind behavior. I recall senior partners who had fits in the office and berated staff and junior attorneys, and people just looked the other way,” Quish says. “Perhaps it’s a little bit of a generational shift, but I don’t think there is the same tolerance for that anymore. I certainly don’t have it.”

The increasing mobility of workers has been well documented in recent years. An increased selectivity in the clients that firms choose to work with, less so. But that’s changing as people pick the quality of working relationships over just the size of a book of business. And that doesn’t mean you necessarily get less business.

“What I find — which is consistent through all my career steps — is that kindness and respect pay off. If you are kind and respectful, it’s easy to build lasting and meaningful relationships that are both personally and professionally rewarding.”

The Virtue of Listening

Most businesspeople have had the experience of realizing at some point in a meeting that the party on the other side of the table thinks they’re having a different meeting. There’s been a miscommunication or an inaccurate assumption. For whatever reason, you’re not having the same conversation, and it could lead to discord. It takes an attuned ear to pivot in the moment and get everyone on the same page.

“The most important part of any negotiation is your listening skills,” says Brian Hinman, Chief Innovation Officer at Aon Intellectual Property Solutions. “You could be talking past each other, they could be referring to one thing and you’re not listening, because you’re focused on your agenda. You want to convey your information, and so you’re reading your notes, you’re thinking ahead, how am I going to rebut this, but he’s talking about something completely different.”

It falls to the person at the table who first realizes something is off to find a way to steer the dialogue toward a win-win outcome, or at least a resolution of the other party’s concerns. That one person has to take the first step to create a listening environment, versus hammering home their own position. It’s a delicate art.

“It’s adaptation,” Hinman says. “Being able to adapt to your environment. Based on the discussion, based on body language, based on motivations that you’ve researched, you can flip that agenda in real time during that meeting.”

That doesn’t happen by accident, it’s the result of preparation. Research is especially important in cross-cultural transactions, because it’s easy to send the wrong signals. The nuance of the way you look at someone or cross your legs can be an insult before the first word has been spoken. 

Research on the entity itself is equally important. Their litigation history, their settlement history, any public information on past deals that they’ve done. Who the key decision-makers are. Are you even talking to the right person? If it is the right decision-maker, can you find any background from past deals on personality traits and personal preferences?

“It takes time and patience,” Hinman says. “Maybe they want to go out for drinks, they want to talk on an interpersonal level, before you even talk about business discussions. It could be frustrating if you’re not ready for that. And if you jump right into a business discussion with them, it’s going to ultimately fail, because they will reject you outright, and you’ll never get another meeting.”

Knowing your audience means knowing how to play your cards. Hinman describes negotiations where he brought in litigation counsel to sit silently in the corner to send a message to the other side that he meant business. It worked, but in another country, it could have been a deal-breaking faux pas. Coming in too strong, however, is never a good move.

“You never want to come in heavy-handed, where you’re trying to really make the other side feel like you’re taking advantage of them,” he says. “Even in a litigation, where you’re the plaintiff and they’re the defendant, make sure you’re listening to what they’re telling you.”

The Virtue of Community

We’re realistic. We know that dealmaking is often a contentious, sometimes hostile, even vicious affair. People play to win, and everyone hopes not to come out on the short end of the stick. The process is complex, lengthy, expensive, and seldom without twists and turns.

Still, it is heartening to listen to so many members of our community — and not just those interviewed for this story — so consistently speak about the positive aspects of transactions. Consensus. Versatility. Culture. Relationships. The list goes on and on.