Getting to Yes: Segment 1: Interests
https://www.youtube.com/watch?v=HSF4RP3on60&list=PLBUdCOZnbWlJulOFCqMmHTdnhA100kYv0
(music)
Voiceover: Segment 1, Interests.
William Ury: All too often we approach a negotiation like that radio station owner and the buyer,
almost as if we were two armies approaching each other from opposite sides of a battlefield. We dig
into our POSITIONS: $14million dollars, $8million dollars. We build trenches, fortifications. No one’s
gonna move, each side knowing full well that we’re going to have to somehow dig ourselves out of our
positions if we’re going to get anywhere near the middle. So what we do is we dig ourselves out and we
move ourselves about 10 feet and then we dig ourselves in again. I’ve often wondered why people go
through that exercise, when the purpose of negotiation is not so much to meet your POSITION, it’s to
satisfy your underlying INTERESTS. And that’s perhaps is the key distinction in negotiation, is the
distinction between what your POSITION is, and what your INTERESTS are. Your POSITION are [sic] the
things you say you want, the concrete things you demand, terms and conditions, dollars and cents,
$14million dollars, $8million dollars. Your INTERESTS are the underlying motivations, the intangible
motivations that lead you to take those positions: your underlying needs, your desires, your concerns,
your fears, your aspirations. Those are your INTERESTS.
In any negotiations you want to understand YOUR INTERESTS. Just as important as understanding your
interests is understanding the other sides’. Think about it for a moment: what is negotiation?
Negotiation is an exercise in influence. You are trying to change someone else’s mind. Now if you are
trying to change someone else’s mind, the first thing you need to know is where their mind is right now.
You need to be able to put yourself in their shoes. That perhaps is the SINGLE MOST IMPORTANT SKILL
IN NEGOTIATION, is the ability to put yourself in the other person’s shoes, see the world the way they
see it, see what drives them, see what motivates them, so that you can craft a solution that meets their
INTERESTS and meets yours’.
The best way to understand the process of getting behind positions to underlying interests is to see it in
action. Let’s return to the radio station negotiation and watch Roger prepare the potential buyer for a
second meeting with the owner of that station.
Mr. Gilliam (Station buyer): Roger, the guy’s a mule. He wants $14million dollars for his share. That’s all
he wants to talk about. I can’t reach him. I don’t know what’s going on with him.
Roger Fisher: What do you want? What does the company want, here?
Mr. Gilliam: the company…
Roger Fisher: What’s the purpose of this negotiation, from your point of view?
Mr. Gilliam: The company wants the station. It’s a good station. We’d like to buy it. It would fit nicely.
It’s got some profits we could offset against some losses.
Roger Fisher: You told me you’ve already got an option on 2/3ds of the station from the other owner.
Mr. Gilliam: Yeah, I’ve got to have 80% of the station before I can put the profits and the losses together.
I can’t do it without 80%.
Roger Fisher: You need 80% of the station.
Mr. Gilliam: 80%.
Roger Fisher: And when you get the station, what do you want with it? What are you going to do with it?
Mr. Gilliam: Well, it’s a good station. There’s no real sense in changing it. I’d like to have a good
transition. One that doesn’t look like we’ve taken over the station. Want to keep the talent. Want to
keep the management. Uh, generally make no waves in the market.
Roger Fisher (aside, to camera): What I’m doing here is looking behind the company’s position
($8million dollars) and the radio station’s position ($14million dollars) for the underlying interests, the
concerns that lie behind that. I’m trying to find out what Mr. Gilliam wants, what kind of things he needs,
not just wants, but what he really needs to satisfy his concerns. And then we’ll look at the other side, at
what the station owner’s, needs.
Roger Fisher: So, you need 80% ownership in order to have…to consolidate the books.
Mr. Gilliam: Yeah, that’s enough
Roger Fisher: And on the operation of the station what do you need there, what do you want there?
Mr. Gilliam: Well, I’d like to have a good operation, a good smooth operation. Basically, what it’s been
doing.
Roger Fisher: Let’s go talk to him and see if we can find out what his concerns are.
Mr. Gilliam: Lots of luck.
William Ury: You’ve just seen the most important part of the negotiation: which is the preparation.
Most negotiations are won or lost, done well or done poorly, even before the negotiators get to the
table, simply in the quality of preparation that they bring to that table. You can’t wing it in negotiation.
You put yourself at enormous disadvantage if you do that. Let’s watch Roger Fisher use the value of
effective preparation to negotiation on behalf of the buyer.
Roger Fisher: Mr. Bryant what do you really want out of this situation.
Mr. Bryant (station owner): As I’ve said I want $14million dollars. I’ve made that very clear.
Roger Fisher: What would you do with the money if you had it?
Mr. Bryant: Well I don’t think that’s really any of your business.
Roger Fisher: Fair enough, but I want to understand what you care about because if we’re going to
make a deal it’s only with your agreement, it’s only a deal you want. What do you want in this station?
Mr. Bryant: What I care about is this station. This is more than a just a job for me. It’s something that I
thoroughly enjoy, I’ve built from the ground up. I feel like I’d be selling one of my children!
Roger Fisher: Talking to Mr. Gilliam I discovered that what his company really wants in owning the
station, they want to own enough of the station so that they can consolidate their books with the other
stations that you’ve got, with a number of other radio stations, that means you have to have…
Mr. Gilliam: I have to have 80%
Roger Fisher: …80% ownership, not 100%.
Mr. Gilliam: No, I need 80%, but I gotta have 80%.
Roger Fisher: And the 2/3rds you have an option on is not enough.
Mr. Gilliam: No I gotta buy his share.
Roger Fisher: See the fact he doesn’t need it all makes me think there may be some possibility of an
arrangement here, which leaves you with the station.
Mr. Bryant: Well, that 80% is something new, I didn’t hear that the first time…but…
Roger Fisher: No, wh-t-t-t-t…he wanted to buy a station, 66% wasn’t enough. Now, would that meet
some of your concerns?
Mr. Bryant: Well, it..it… not really. Because, suppose I continue as an owner in a minority position. Sure,
that’s where I am now, but would I have creative control?
Roger Fisher: That’s another interest. What’s that mean, creative control? Why do you do that? Do you
actually decide what programs?
Mr. Bryant: I decide what programs, more importantly I decide the overall format.
Roger Fisher: Creative control. What else do you like?
Mr. Bryant: I like the ability to manage the station. I like the ability to participate in its growth.
Roger Fisher: We got management, participation. Does your company object to such things at other
stations?
Mr. Gilliam: Roger, it sounds like to me that he wants the world. He wants a ton of money, he wants
creative control, he wants management, he wants the whole ten yards…
Roger Fisher: We’re…we’re looking at his interests. What are your interests? Do you have no interest in
changing management?
Mr. Gilliam: Not per se. I have some concerns.
Roger Fisher: What are they?
Mr. Gilliam: Well…uhm…I’m not sure that Mr. Bryant and my company get along. He’s just said, y’know,
how big companies operate. If we don’t get along, if this station goes into the dumpers, I’ve got the risk.
Roger Fisher: Well, what … you need an interest there of protection against downside. If the station
starts losing money or not doing well, you want some kind of downside protection.
Mr. Gilliam: Yes I need downside protection
Roger Fisher: And you wouldn’t mind his getting a piece of the action going up, if it goes well.
Mr. Gilliam: Well, you know, again I’d have to work with him to find out how he’s gonna run this place,
and get comfortable with him. Right now we’re not doing too well.
Roger Fisher: Aw, I think you’re doing fine. You’re disagreeing about money, but we got…Let’s come
back up to the money question. If you bought out half of Mr. Bryant’s interests right now. You were
offering $8million dollars at 8 times cash flow for his share. Half of that would be $4million dollars, 8
times, suppose we split the difference between…I’m just…I’m not asking for commitments now, I’m just
trying to think a little bit, $4.5million would be 9 times cashflow for a share of interest, and they’re not
taking the station away from you. You would, as I see this thing, you’d still be the station manager, it’s
your station, you’re still running it, you got…you’re an owner of it.
Mr. Bryant: But for how long? I mean, now we’ve talked about different kinds of contracts, and maybe
some of those would work, there might be different triggers in there…
Roger Fisher: You want a long term?
Mr. Bryant: I want a long term.
Mr. Gilliam: I’d like to have as short as possible.
Roger Fisher: Why?
Mr. Gilliam: He’s an unknown to me. Uh, y’know, we’ve got some risks in here. We’re putting up a ton
of money.
Roger Fisher: He’s run the station for 5 years. Well, you know that track record.
William Ury: The radio station’s initial position was $14million dollars. But as the negotiation unfolds,
you begin to see what his underlying interests are. He’s interested in continuing to be a manager of the
station; he wants to remain as an owner of the station. He wants a good price. He wants the ability to
make more if the station does well. And he wants to stay in the community. That’s the central point:
looking behind positions for what are the underlying interests. Asking “why?”; asking “why not?”, and
putting yourself in the other person’s shoes. Those are the main points we want to leave you with at the
end of this segment. The purpose of negotiation is to satisfy your interests, and the other side’s interests
too.
Now the reason you spend so much time probing behind positions for what are the underlying interests,
is to be able to invent options that satisfy both sides’ interests. In the next segment we’re going to look
at exactly how you go about the process of inventing those options for mutual gain.