He’s the best in the business, and we are all aware of his legal and negotiating prowess. Sarang Khanna, Marketing Executive at iPleaders, tries to take a trip inside Harvey Specter’s head to bring to you M&A negotiation lessons inspired from the man himself.
Mergers, acquisitions, business negotiations and high-value transactions. Extremely (and rightly) glorified business operations are what make businesses so challenging and fun. More often than not, you will always find a sharply dressed, slick looking lawyer sitting in the driver seat during these negotiations, single-handedly steering the company through a complex path to success.
If there is one person that comes to mind who is the embodiment of all the traits in a successful and ingenious lawyer, it is the main character of popular TV series “Suits”, Harvey Specter himself. On the show, Harvey is often referred to as “New York’s best closer”, and he has idolized the corporate lawyer lifestyle for lawyers and even non-lawyers across the world. But what does being ‘the best closer’ mean? What are the traits that make him the best corporate shark in the business?
At the time when corporate law is set to become the next big thing in our country, it is best to learn the tricks of the trade, and to draw inspiration from the man himself. Wouldn’t we all like to know how he does it? Let’s see!
Take the time to think
M&A negotiations are challenging and require deep thinking and attention to detail. On the show, Harvey is always caught in various scenes ruminating and strategizing about his next move. During negotiations, having everything planned in advance can be your game changer.
It is best to always talk at length with your client about the concerning issues, and to prepare a detailed list of the points of negotiation. Discuss the potential issues that can be brought up during negotiation, and figure out your stand on all those issues well in advance. This will make sure you’re not caught by surprise on the important day, and always have the upper hand during all potential terms of discussion. Circulate your issues to the other party beforehand to project cooperation from your end, and ensure a smooth and fruitful negotiation process.
“First impressions last”, says Harvey. “If you start behind the 8-ball, you’ll never get in front”. Merger and Acquisition negotiations will put you to the test and will demand extensive research. Is the investment more rewarding by the way of preference shares, or equity shares? Should the foreign partner be allowed to appoint directors? If yes, how many? What will be the status when one party chooses to exit the company in the future, etc. etc.
Tons of consideration-worthy questions, but no straightforward answers. Take your time to think, prepare beforehand, and become ‘the best M&A closer’ your town has seen.
Play hard to get
In Season 3 of Suits, when Ava Hessington, the oil baroness of the Hessington Oil offers Harvey the opportunity to be her right hand man, it is unclear whether Harvey wants this opportunity or not. Of course, the generous job offer catches him by surprise but his initial inclination is to play hard to get.
This is very much the rule of negotiation in cases where you already have an upper hand. When the other party offers you something that may even be to your benefit, or wants a certain kind of help or coordination from you, make them work for it. They will ultimately value what they’re getting even more. However, remember not to overdo it. It’s wise to use this as an upper hand and negotiate what you want. There can be a lot of temperament clashes during negotiations, with both clients and opposite parties having difficult mindsets. The idea is to keep your calm, stick to your strategy, and improvise when it’s not working. Be polite, firm, and of course, play hard to get when it’s necessary.
In Season 3, when Jessica offers Harvey to put his name on the firm’s wall, he doesn’t jump at the opportunity. Instead, he assesses Jessica’s motives to make sure it’s an actual gesture and no dirty politics, and plays hard to get all this while. Negotiations may sometimes have offers that seem too good to be true. A good negotiator always goes to the depth of these without pouncing on a sugar-coated offer.
Do Not Give Into Frame Battles
In Episode 7 of Season 1, Harvey’s ex-college mate from Harvard, Dana Scott, comes to initiate merger negotiations with Harvey for her major law firm, Darby International. While Harvey sits and waits with his clients, Dana appears and immediately tells everyone that Harvey was fifth in class at Harvard Law, and goes on to ask in a smirking manner “And I was……”, to which Harvey replies, “Married to the library”. “That’s right, number one!”, says Dana. “Number one at studying”, Harvey corrects her.
This scene is important, as one – this is an actual merger negotiation between two parties in the show, and two – because even as the other lawyer isn’t attacking Harvey directly, she is doing everything to make her look better, and him look weak.
This is a classic case of trying to capture the opposite party in a ‘frame’. A frame can simply be put as a perspective through which an idea or an issue is viewed. As a corporate lawyer, you will have to deal with frame battles all the time, and if you fall into the other lawyer’s frame, you are sure to drown yourself and your client during the negotiation.
Resist the viewpoint that the other lawyer wants you to succumb to. Of course, in this particular scene, the issue isn’t that serious or a legal one, it’s just about who’s smarter, but Harvey very conveniently breaks the frame that Dana tries to establish, without saying a word about himself. “Number one at studying” is how he ensures to break, and rather reframe the frame, and establish that he’s the one in control in the real world.
A key negotiation and corporate dealing skill, from the man himself.
Have The Harvey Mindset
As a lawyer, there have been many instances for me, personally, where I have paused to think “what would Harvey do here?” Instead of being a young and hungry Mike Ross, in the starting stages of his high-profile career, I chose to try and conquer my challenges the Harvey Specter way. I soon realized that Specter’s mindset was the key to my questions, and viewing my challenges through that lens brought more clarity to me, which is sure to help every corporate lawyer in the business.
For one, Harvey is the embodiment of the winning mindset. Winning is his Number 1 priority. Remember the time when he tells Mike “I’m not about caring, I’m about winning”? Your client wants you to bring in the winner’s mindset to the negotiation table. He doesn’t want you giving into the opposite party’s demands, without gaining what you need throughout the discussions. It’s not always important to have the upper-hand in the negotiation (although it sure helps), it’s about how you ensure that you’re winning without giving away more than you’re willing to.
Harvey also has a no-excuses mindset. “Winners don’t blame the ball, or the rim, or the wind speed. Excuses don’t win Championships”, he tells Mike Ross. Be it the question of your client’s stature after the potential merger, the dilution of shares, the terms of allocation of investment money, or even the use of property; a corporate lawyer is always expected to carve the best possible deal in everything for his client. Harvey never lets himself be distracted by anything, whatever the circumstances, when it comes to making things right. No excuses!
M&A will throw transactions, tax, employment, regulatory and a number of other issues at you. To be Harvey, you’ve got to be able to think on your feet. “I don’t get lucky. I make my own luck“, is the man’s motto, and that happens when you’re prepared.
Be prepared! Goodluck!
