Not Every Breakthrough Comes from Pressure
Not every breakthrough in a negotiation comes from pressure. Sometimes it comes from an unexpected gesture.
A seller sharing difficult information before being asked. A buyer preserving a founder’s legacy. A leader admitting uncertainty instead of hiding behind certainty. In M&A, trust is expensive to build and easy to destroy. Yet occasionally a small act of good faith changes the entire tone of a transaction, because people rarely remember who extracted the final concession. They remember who treated them fairly when they did not have to.
Manipulation seeks advantage. Stewardship seeks alignment.
Greene's twelfth law is one of his most manipulative: use a single honest gesture to disarm someone and cover for everything else. Applied literally to M&A, it is simply unethical, and it does not work, because counterparties remember. The reinterpretation keeps the mechanism and changes the intent. Use good faith strategically, but authentically. M&A is full of situations where the legal answer exists, yet the human answer determines whether the deal actually succeeds.
Most people believe M&A runs on contracts, financial models, and negotiating leverage. Experienced dealmakers know the breakthrough often happens when one side voluntarily gives something up: an extra disclosure, a transition commitment, a retention arrangement, a concession that was not legally required. Those gestures say something a contract cannot. We want a partnership, not merely a transaction.
Seven Cases from the Deal Floor
These cases show good faith as strategy: respect shown voluntarily, value protected on the other side, and fairness made visible enough to change behaviour.
Merck–Schering-Plough2009
Schering-Plough leadership and employees feared losing their identity.
Merck could have treated the acquisition as a straightforward absorption. Instead it preserved the Schering-Plough name where it mattered, including in certain joint ventures, and respected important existing relationships.
The emphasis was integration, not conquest. Respect shown voluntarily, before anyone demands it, accelerates acceptance.
Respect shown voluntarily often accelerates acceptance.
Google–YouTube2006
Google could have absorbed YouTube completely.
The simple move would have been to fold YouTube into Google and erase it. Google did the opposite. YouTube kept its brand, the founders retained influence, and operational independence remained.
By protecting what the other side valued most, Google built trust that paid off for years. Generosity toward what people care about is rarely forgotten.
Generosity toward what people value most builds trust.
IBM–Lenovo (PC business)2005
IBM transferred not just assets, but the means to succeed with them.
When IBM sold its PC business to Lenovo, it included brand-usage rights, support mechanisms, and structured transition arrangements rather than handing over a bare set of assets.
The structured transition reduced uncertainty and Lenovo benefited enormously. Helping the other side succeed protected IBM’s own legacy in the business it was leaving.
Helping the other side succeed can protect your own legacy.
SAP–Qualtrics2018
SAP allowed Qualtrics to keep its entrepreneurial culture and leadership autonomy.
A large enterprise acquiring a fast-moving company usually smothers it. SAP deliberately did not, leaving the culture and the leadership intact.
Employees felt respected rather than absorbed, and that feeling protected the value SAP had paid for. Preservation, offered deliberately, is itself a form of generosity.
Preservation can be a form of generosity.
CVS–Aetna2018
CVS invested heavily in communicating healthcare continuity.
Rather than wait for anxiety to build, CVS proactively reassured customers and regulators that care would continue uninterrupted through the combination.
Stakeholders saw a visible effort to address their concerns before being forced to. Trust often has to be offered first, through proactive reassurance, rather than demanded.
Trust often requires proactive reassurance.
PSA–Fiat Chrysler (Stellantis)2021
Leadership roles were balanced and governance reflected genuine compromise.
In forming Stellantis, neither side was allowed to appear completely dominant. Leadership roles and governance structures were balanced so that both organisations could see themselves represented.
That symbolic fairness mattered as much as the economics, because it changed how people on both sides felt about the new company. Symbolic fairness can carry as much weight as the financial kind.
Symbolic fairness matters as much as economic fairness.
The Due Diligence Surprise
Late-stage diligence. The seller discovers a customer-concentration risk. The buyer has not asked about it, and disclosure is not immediately required.
Two paths open up. Path A is to say nothing and hope it stays buried. Path B is to disclose proactively, explain the mitigation plan, and accept the short-term discomfort.
Path B, more often than not, strengthens trust. The negotiation turns collaborative, and future disputes shrink. The willingness to be transparent before any obligation exists tends to define the quality of the relationship that follows.
The willingness to be transparent before obligation exists often defines the quality of the relationship that follows.
The Four Acts of Good Faith
Good faith is not naivety. It is a deliberate practice, built from four acts that answer one question: how do you build trust without being taken advantage of?
- 1Transparency
Share difficult truths early, before you are forced to. Voluntary disclosure is the strongest trust signal there is.
- 2Respect
Protect what the other side values, whether that is a name, a culture, or a legacy.
- 3Fairness
Resist the urge to win every concession. The last point extracted often costs more than it is worth.
- 4Stewardship
Think beyond closing day. The deal closes once; the relationship can keep paying out for years.
How to Apply This at Your Level
People judge fairness by your actions, not your speeches. The concessions you choose to make, especially the ones you did not have to, shape post-deal commitment more than any town hall. Decide deliberately what good faith you will extend.
The Paradox at the End of Law 12
The side determined to maximise every advantage often wins the negotiation and loses the relationship. The side willing to show selective generosity frequently builds the trust that creates far greater value later. Deals close once. Relationships create future opportunities.
The most memorable moments in transactions are rarely written into the purchase agreement. They happen in the spaces between the clauses. When someone discloses a difficult truth before being forced to. When a buyer protects a founder’s legacy. When leaders choose fairness over opportunism. These gestures are often small, yet they reveal character, and character shapes trust. The irony is that generosity is often mistaken for weakness, when the strongest dealmakers know that trust built voluntarily is one of the few advantages that compounds across a career.
Contracts establish obligations. Goodwill determines whether people go beyond them.
Disarm with Good Faith
In M&A, small acts of good faith often unlock negotiations that logic alone cannot. Trust is expensive to build, easy to destroy, and one of the few advantages that compounds.
Because in the end, people rarely remember who won every concession. They remember who negotiated in good faith.
Before your next meeting on a live deal, ask yourself:
- 1.Where could one act of good faith, beyond what is required, change the entire tone of this deal?
- 2.Am I trying to win every concession, or build a relationship that creates future value?
- 3.What difficult truth could I share before I am obligated to?
- 4.Am I treating this as a transaction that closes once, or a relationship that opens many doors?