Understand Before You Engage

In M&A, the success of a deal often depends less on what you say and more on understanding who is hearing it. Everyone heard the same announcement. Everyone interpreted it differently.

Know who you're dealing with. Do not offend the wrong person. Never assume that everyone will react the same way; understand the person before you choose your approach.
Robert Greene, The 48 Laws of Power

Built on Robert Greene’s The 48 Laws of Power. The M&A interpretation and case analysis are my own.

13 min read

People Do Not React to Events. They React to What Those Events Mean to Them.

Shortly after an acquisition announcement, leaders often ask a familiar question. Why is there resistance? We explained the rationale clearly.

The financial logic may be flawless and the strategic presentation compelling. Yet confusion spreads. Employees ask whether their jobs are safe. Customers wonder whether they should seek alternatives. Founders question whether the culture they built will survive. Regulators examine risks executives barely considered. Everyone heard the same message, yet everyone interpreted it differently, because people do not react to events alone. They react to what those events mean to them.

Treating everyone identically often means failing to understand the human realities in front of you.

Greene's nineteenth law, to know who you are dealing with, is one of his least manipulative and wisest. The M&A translation keeps that wisdom. Understand the stakeholders before you engage them. Not everyone should be treated identically, but everyone should be treated thoughtfully. This is not manipulation. It is empathy combined with strategy.

One of the biggest mistakes in M&A is assuming everyone responds rationally to the same argument. A founder may care about legacy. A private-equity investor may focus on returns and timing. An employee may simply want stability. A regulator may prioritise competition. A customer may only care whether service declines. The same announcement can inspire excitement, fear, anger, relief, and skepticism at once. The problem is not that people are irrational. The problem is that they are human, and they carry histories, aspirations, and insecurities into every reaction.

Seven Cases from the Deal Floor

These cases turn on a single question: did the dealmaker understand what the transaction actually meant to the person across the table?

Case 1Done right

Disney–Lucasfilm2012

What mattered

For George Lucas, it was not an asset sale. It was the stewardship of a legacy.

Many observers focused on intellectual property and financial returns. Lucas was thinking about something else entirely. He had built a universe that shaped generations, and for him this was the future stewardship of something deeply personal.

Disney recognised this and kept Lucas involved during the transition. Respecting what actually mattered to the founder helped smooth the entire process. The transaction you are negotiating may not be the transaction the other person is experiencing.

$4.05B
Acquisition (2012)
Legacy
What Lucas was really selling
Stewardship
Founder kept involved
Key lesson

The transaction you are negotiating may not be the transaction the other person is experiencing.

Case 2Cautionary tale

Kraft–Cadbury2010

What mattered

To employees, communities, and politicians, the deal was about far more than strategy.

Kraft focused heavily on the strategic benefits. Cadbury’s employees, communities, and political leaders viewed the acquisition through an entirely different lens, and promises about factory operations became a flashpoint.

Trust deteriorated, and the backlash extended far beyond financial considerations. Stakeholders remember whether they felt understood.

£11.5B
Acquisition (2010)
Beyond money
Communities and politics
Trust lost
Stakeholders felt unheard
Key lesson

Stakeholders remember whether they felt understood.

Case 3Done right

Takeda–Shire2019

What mattered

Shareholders worried about debt levels and execution risk.

Takeda faced real resistance from shareholders concerned about how much debt the acquisition would add and whether it could be executed. Leadership did not dismiss the concerns as irrational.

It invested significant effort explaining how the deal aligned with long-term strategy and addressed the objections directly. Support gradually strengthened. Understanding objections often matters more than repeating your original argument.

~$62B
Acquisition (2019)
Debt fears
Addressed, not dismissed
Support
Strengthened over time
Key lesson

Understanding objections often matters more than repeating your original argument.

Case 4Done right

Microsoft–GitHub2018

What mattered

A developer community that historically viewed Microsoft with suspicion.

GitHub’s community reacted with distrust, because parts of the open-source world had long been wary of Microsoft. Leadership recognised this reality rather than pretending it did not exist.

It emphasised independence, openness, and continuity, and over time confidence improved. History shapes perception, and ignoring that history rarely changes it.

$7.5B
Acquisition (2018)
Suspicion
From the open-source world
Independence
Emphasised to earn trust
Key lesson

History shapes perception. Ignoring that history rarely changes it.

Case 5Cautionary tale

Bayer–Monsanto2018

What mattered

A target carrying significant public controversy, read through very different emotional lenses.

Bayer approached the deal through strategic logic and agricultural capability. But Monsanto carried heavy public controversy, and regulators, consumers, investors, and employees each focused on a different concern.

Managing those reactions became as important as executing the transaction itself. Understanding a reputation means understanding the emotions attached to it.

$63B
Acquisition (2018)
Many lenses
Each group, a different fear
Reputation
Emotions attached to it
Key lesson

Understanding reputation means understanding the emotions attached to it.

Case 6The everyday pattern

The CFO and the Founder

The fear

A founder who kept returning to people and traditions instead of valuation.

During negotiations, a CFO grew frustrated that every discussion drifted away from valuation toward employees, office traditions, community programs, and the mission statement in reception. Eventually someone asked the founder what worried him most about the transaction.

He paused. I know the numbers work. I just do not want the people who helped build this company to feel abandoned. The room changed. The conversation moved from price to transition planning and retention, and the deal advanced, not because the economics changed, but because understanding arrived.

Key lesson

People rarely fight for what they say they want. They fight for what they fear losing.

Case 7The everyday pattern

The Executive Everyone Avoided

The story behind the resistance

A difficult, defensive executive that colleagues had learned to work around.

Every integration meeting turned tense when he entered, and most people responded by avoiding him. One integration leader took a different approach and invited him for coffee, asking about his previous acquisitions.

He spoke about promises made in an earlier merger that were never honoured, teams dismantled without warning, people losing roles they had spent decades building. His resistance was not arrogance. It was memory. Understanding it did not erase the disagreements, but it changed how the conversations unfolded, and he eventually became one of the strongest advocates for a more thoughtful integration.

Key lesson

Sometimes difficult people are carrying unresolved experiences that nobody has taken the time to understand.

The Four Questions Behind Every Reaction

When a stakeholder reacts in a way that seems irrational, it usually is not. Four questions tend to explain it, and answering them makes resistance start to make sense.

  1. 1
    What matters most to this person?

    Legacy, security, growth, recognition, or control. The driver is rarely the same twice.

  2. 2
    What are they afraid of losing?

    Status, identity, relationships, or opportunity. Fear of loss usually outweighs hope of gain.

  3. 3
    What experiences shape their perspective?

    Previous mergers, broken promises, past successes, and personal values all colour the reaction.

  4. 4
    What outcome would they call success?

    Do not assume your definition of success is also theirs.

How to Apply This at Your Level

Senior

Adapt your communication, and do not assume that strategic logic alone creates alignment. Spend real time understanding stakeholders before you ask for their support. The same argument lands differently depending on who is hearing it.

The Paradox at the End of Law 19

Leaders often strive to be treated as individuals, yet they approach others as categories: employees, investors, founders, regulators. The leaders who recognise the individuality within those categories build stronger trust and influence, because people do not want to feel managed. They want to feel understood.

Every transaction appears orderly from a distance. Agreements are signed, synergies modelled, integration plans approved. Yet beneath every spreadsheet sit human beings trying to understand what the change means for them. The leaders who navigate these moments well understand that influence begins with attention. They listen before persuading, seek context before judgment, and recognise that disagreement often contains information rather than obstruction. Those who do often discover that the people they once viewed as obstacles were simply waiting for someone to see the situation through their eyes.

In M&A, the question is rarely whether people will react. It is whether leaders have taken the time to understand why.
Law 19 of 48

Understand Before You Engage

In M&A, the success of a deal often depends less on what you say and more on understanding who is hearing it. Everyone heard the same announcement. Everyone interpreted it differently.

"Before I try to change your mind, help me understand what this situation looks like from where you stand."

Dealmaker’s Reflection

Before your next meeting on a live deal, ask yourself:

  • 1.For each key stakeholder, what do they actually fear losing?
  • 2.Am I repeating my argument, or genuinely trying to understand their objection?
  • 3.What past experience is shaping how this person reacts to me?
  • 4.Have I asked them what success looks like from where they stand?
All 48 laws →
Previous law · 18
Never Lead from a Fortress
Next law · 20
Do Not Commit to Anyone
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