This structure comes from the Chester Karrass Effective Negotiating Course; please consider that all legal credit is given here, as the author does not know how to properly attribute a course. The information applies to all negotiations, not just M&A.
A good negotiating team has three people other than the attorney(s). (The assumption is that attorneys may only negotiate truly legal points):
-
The Negotiator.The negotiator should be the only one who talks for the team. The negotiator has not studied the agreement in detail and numerous times and who has not developed a negotiation plan (alone or with others) does not belong in the room.
-
The Listener: This person is free to listen to what is going on. Not having to think of what to say next, the listener can concentrate carefully on what is being said, detect nuances, spot places where there is a misunderstanding, and advise the negotiator by note, texting or during caucuses
-
The Note Taker: This person will be very key when the negotiation takes place over several days. The other team, without someone who can concentrate on taking really good notes may forget what was agreed or what topics remain open - a potential negotiating advantage. At the end, the note taker can work with whoever is drafting the agreement
For a "war story" that illustrates how this approach was critical, please click here.