When a negotiation has stalled for months
A negotiation that has stalled for months is rarely stuck on what is being discussed. Once the figures and arguments have been exchanged several times over, what holds the deadlock in place is usually what has not been said, sometimes not even to yourself. Legal, tax and procedural questions belong with your lawyer and your tax adviser, and mediation, where appropriate, with a mediator; only you can examine the gap between what you ask for, what you really want and what you are not prepared to lose.
In brief
- When a deadlock has lasted months and no report, valuation or signature is still outstanding, it is rarely technical: what holds things up usually lies outside the figure.
- Every position has three layers: the demand, the reasons for it and what goes unsaid, which ends up lodged in the figures and clauses.
- Law, tax and procedure are for your lawyer and your tax adviser, and mediation, where appropriate, for a mediator; they come before anyone else.
- The part nobody can examine for you is your own: what you really want, what you are not prepared to lose and what you will do if there is no agreement.
- A private outside view makes sense once the professionals have done their part and what remains open is yours alone: what you want and what you are not prepared to lose.
In this article
- Why do negotiations get stuck?
- Four tables, one deadlock
- What does a lasting deadlock reveal?
- What is asked for, and what goes unsaid
- What do you really want, and what are you not prepared to lose?
- What is your lawyer’s job, and what is a mediator’s?
- A view from outside the room
- Before you go back to the table
- Frequently asked questions
Why do negotiations get stuck?
Few negotiations grind to a halt all at once. They stall through repetition: each round looks a little more like the one before, the same arguments return in different words, and one day you realise you could write the minutes of the next meeting in advance. That is the first sign that the conversation is no longer about the matter but about itself.
A repeated position changes its nature. The first time you named your figure, it was a proposal; by the tenth, it has become part of you. You have defended it in front of your family, your board, perhaps a trusted colleague, and moving now no longer means conceding an amount: it means climbing down in front of them all. The more people know a position, the harder it is to touch.
Then there is the time already invested. The longer a negotiation lasts, the more the final agreement must justify all the months it has cost. Accepting today what was on the table at the start feels like admitting the time was wasted, a thought so hard to live with that carrying on often seems the lesser evil. The deadlock feeds on its own length.
Between partners, within a family or between people who are separating, something else is at work that appears in no document: while the negotiation goes on, the relationship still exists in some form. There are calls, meetings, drafts going back and forth. An agreement closes all of that. If you are not ready for that ending, every round without agreement is also a way of not saying goodbye.
Four tables, one deadlock
The same thing happens in very different settings, and each brings its own weight to the table.
Selling a company
The price was agreed in principle long ago, yet completion slips from clause to clause: the payment schedule, the earn-out, how long the seller stays on, the future of the name, often the family’s own, and of long-serving staff. On paper, terms are being discussed; for the seller, what is often at stake is ceasing to be who they were in that business, and finding out who they will be the morning after.
Between partners
A partner’s exit, the valuation of the shares, the division of what was built together. Every figure carries a story: who gave it more years, who brought in the contract that changed everything, who put money in when times were hard. Accepting a valuation means accepting one reading of that story, which is why a small gap in the price can keep a very large deadlock in place.
Within a family
The division of an estate, the family company shared between siblings, the house nobody wants to sell and nobody can afford to keep. Here objects weigh more than their value: a watch, a painting, the place in the country where every summer was spent. The old roles return too: the one who looked after the parents, the one who moved far away, the one who was always right. What is negotiated is a set of assets; what is defended, very often, is a version of the family’s history.
In a separation
When a couple separates and a company, property or shareholdings are involved, every clause carries the history of the marriage. Sometimes the negotiation is the last place where that relationship still exists, and signing means ending it on paper too. Where there are children, every decision is taken in front of them, even when they are not in the room.
The four tables are different, and so are the professionals who work at each of them. The deadlock, however, nearly always takes the same shape: an argument about something concrete that has spent months carrying a question it cannot answer.
What does a lasting deadlock reveal?
A deadlock of a few weeks may well be technical: a report is missing, or a valuation, or a signature. A deadlock of many months, once everything that could be requested has been requested, almost never is. From then on, the duration is itself information, and it deserves to be read as carefully as the latest draft.
Sometimes it shows that your instructions are unclear. You know what you are asking for, but not the point at which you would sign; or you knew, and have changed your mind several times. Your lawyer is working to instructions that keep shifting, and the table mirrors that wavering.
At other times it shows that nobody has described precisely what happens if there is no agreement. Without that description, every proposal is measured against a fantasy: complete victory in court or, at the other extreme, catastrophe. No real proposal can stand comparison with a fantasy.
It can also show that you are not negotiating for yourself alone: a spouse who has a say, children who are waiting, co-heirs you must account to, a board, a bank. You are negotiating in front of them too, and perhaps you have not told them how things really stand. That unfinished conversation weighs on the one at the table.
And sometimes it shows something less comfortable: that the deadlock is also protecting you. As long as there is no agreement, nothing is entirely lost. The company is still yours, the house is still in the family, the separation is not yet settled on paper. Certain signs give it away: relief when a meeting is postponed, proposals you turned down that you would have accepted at the outset, new conditions that occur to you as agreement nears, being unable to say out loud the figure at which you would sign. None of this is a reproach. It is information about what the agreement means to you.
One last case. If this is the third negotiation to stop at the same point, with different people and for different reasons, the question moves: it is no longer what is happening at this table, but what repeats, in form rather than content, each time an agreement is about to close. That is the subject of our note When a pattern repeats.
What is asked for, and what goes unsaid
Every negotiation has at least three layers. The position is what is asked for: a figure, a clause, a deadline. Beneath it lie the reasons: security, control, the children’s future, the wish never again to depend on anyone. And beneath the reasons lies what is not said, because it would sound petty, because it would expose too much, or because you have never put it into words, even to yourself.
What goes unsaid is usually deeply human. The wish for years of work to be recognised. The fear of the day after, when there is nothing left to negotiate and nothing left to run. The shame of selling what your father built, or of being the one who could not keep the family together. Loyalty to someone who is no longer there. An old score that was never settled. The wish, just this once, not to be the one who gives way in front of everyone.
None of this disappears for being left unnamed: it moves into what is being discussed. A price absorbs an old grievance, a minor clause becomes a question of dignity, a postponement covers a fear. That is why negotiations that seem to be purely about money last so long. The money is standing in for something no sum can settle.
There is a simple clue to what goes unsaid: disproportion. Notice where you put in more energy than the point is worth: the detail your lawyer considers minor and that will not leave you alone. There is almost always something there that is not on the agenda.
Naming it commits you to nothing. But knowing what you are really defending changes the way you look at every proposal, and sometimes it shows that part of what you are claiming is simply not at stake at that table.
What do you really want, and what are you not prepared to lose?
These are two different questions, best kept apart. The first looks forward: how you want your situation to be once all this is over. The second looks back: what, of everything you have and have lived through, you refuse to let go of. Many deadlocks come from answering the first question with the second.
For the first, write down in a single sentence, with no figures, what you want. “I want the company to end up in hands that will look after it.” “I do not want my children to inherit this dispute.” “I want to leave with my head held high.” Then set that sentence beside the position you have been defending for months. The position may no longer serve the sentence, and may even work against it: a higher price that delays the exit you want, a clause that prolongs a tie you would rather end.
For the second, list precisely what you are not prepared to lose and sort it into three groups. The first holds what is really on the table and cannot be conceded. The second, what is also on the table and could be lost, however much it hurts: that is the real room for manoeuvre. The third, what is not on the table and can be neither won nor lost there: your children’s respect, the way you see yourself, the judgement your family will pass in a few years’ time, the past. When something from the third group is defended at the table, the table seizes up: it is being asked for what no negotiation can give.
A third question is more practical: what will you do if there is no agreement? Not the answer you would like, but the one your lawyer gives you, with timescales, costs and uncertainty. Someone who knows they can live without that agreement often sits at the table more calmly, and can work out with their lawyer the point at which they would sign.
And a final one, which almost no one asks: imagine the day after you sign. What you will do that morning, what you will no longer have to do, what you will miss. If relief comes first, the deadlock probably lies in the terms. If what comes is emptiness, part of the deadlock lies there, and no figure will move it.
What is your lawyer’s job, and what is a mediator’s?
Anything to do with law, figures or procedure belongs to the professionals, and they must come in before anyone else, ourselves included. Your lawyer assesses your legal position, the risk and cost of going to court, what can be signed and how. Your tax adviser works out what each scenario is really worth to you, since the same headline figure can mean very different amounts depending on its structure. Where an estate or property is involved, a notary may also have a role, which varies by country. Across borders, even the question of which law applies is for your lawyers.
There is one thing only you can give your lawyer: clear instructions. A lawyer argues the position you give them. Give them only a figure, and a figure is all they will argue. If something else really matters to you, say so, even if it does not strike you as a legal matter: the timing, the company’s name, the future of a particular employee, not having to sit in the same room. A lawyer who knows what you really want has more room to work with than one who knows only your latest figure.
Four questions are worth putting to your lawyer:
- what realistically happens if there is no agreement, with the timescales, costs and uncertainty involved;
- what each month of deadlock costs you, in fees, value, tax or missed opportunities;
- which part of your position has a legal basis and which is simply what you would like;
- what you should avoid doing or saying in the meantime.
A mediator is a neutral professional who brings order to a conversation that no longer moves on its own. The mediator does not decide, judge or replace your lawyer: you keep your lawyer, and you keep the decision. Mediation is usually voluntary and confidential, and some mediators specialise in family matters, others in business disputes.
It makes most sense in two situations: when the positions are in writing, the lawyers have done their work and the conversation is going round in circles; and when the relationship must continue after the agreement, between partners who will keep crossing paths, siblings who share a company, or parents who remain parents. Whether it suits your case, and how it would work, your lawyer will tell you. We draw the line between your professionals’ work and ours in Where the lawyer ends.
A view from outside the room
Around a long negotiation, almost everyone has either a seat at the table or a stake in the outcome. Your lawyer acts on your instructions. The mediator, if there is one, is bound to neutrality and to the process. Your family is a party, or will live with the consequences. Partners and employees depend on what is signed. The question that perhaps weighs most is nobody’s job: what you really want, and what you are not prepared to lose.
That is where a private view from outside has its place, above all in three circumstances: when the professionals have done their part and what remains open is no longer a legal or procedural question but your own; when the decision, whether to sign, wait or leave the table, is clear on paper and still does not come; or when you recognise in this negotiation the point at which earlier ones also stopped.
Before that, the ground is your lawyer’s. While their opinion is missing, or if a signing is set for next week or a legal deadline is running out, your lawyer is the one to act, and we would tell you so if you wrote to us. We explain why in Haste is a signal.
Such a conversation looks at your situation: when the negotiation came to a halt, what changed just before, what the agreement would mean to you, what you are really defending. The decision to sign, wait or withdraw remains yours; our work accompanies it, in parallel with your lawyers’ work.
The first contact is a conversation over WhatsApp or by telephone, in English, with Tony Alcalá, and the answer comes in that same conversation: whether we believe we can contribute something or not, and why. If it is yes, what we will do, over what period and for what set fee is agreed before anything begins; the details are under what happens before we accept a case.
In a negotiation, discretion is not a detail. A confidence that travels changes the position of the person who made it, and in a family or a small professional world everything travels in the end. What you tell us is known to two people and no one else, with no file bearing your name, as explained under who will know about your case.
Before you go back to the table
You can spend an hour on a single sheet of paper first. Not to prepare arguments, but to know where you will be speaking from. Five lines are enough:
- what I am asking for, as I would put it at the table;
- what I want, in one sentence and without figures;
- what I am not prepared to lose, and whether it is really on the table;
- what I will do if there is no agreement, as my lawyer has described it;
- what I have not yet told my lawyer.
The fifth line can come as a surprise: writing it, you may find that your lawyer has spent months defending a position without some essential information. The first, fourth and fifth lines are for your lawyer. The second and third are, above all, for you.
With that sheet in front of you, three decisions remain, and all three are legitimate: carry on, with revised and clearer instructions; pause, with a date you set yourself to look at the situation again; or leave the table, knowing from your lawyer what that entails. None of them is a defeat. What wears people down is a fourth option nobody chooses, which ends up imposing itself: carrying on without deciding.
Two further precautions. Take no decision on the evening after a tense meeting; let at least a day go by, because what is decided in the heat of the moment rarely holds. And keep small the circle of people before whom you commit to a figure: a position announced to many becomes rigid, including one announced at home.
If you feel a need to close quickly, ask yourself whether that timetable is really yours. That is the point of the third of our three questions before deciding, and it deserves an answer in writing.
Frequently asked questions
What should I do when a negotiation is stuck?
First, check with your lawyer whether the deadlock comes down to something technical, such as a report or a valuation still outstanding. If it does not, stop searching for the decisive argument and review your own position: what you ask for, what you really want, what you are not prepared to lose, and what happens without agreement, as your lawyer describes it. Carrying on, pausing or walking away can then become a choice rather than inertia.
How can I tell if I am the one blocking the negotiation?
Look honestly at a few signs: relief when a meeting is postponed, proposals you turned down that you would once have accepted, new conditions that occur to you as agreement draws near, difficulty saying the figure at which you would sign. None of them is a reproach. They usually indicate that the agreement means more to you than its terms, often the end of a chapter, and that part deserves a calm look.
When is it worth bringing in a mediator?
Usually when the positions are in writing, the lawyers have done their work and the conversation is going round in circles, or when the relationship must continue after the agreement, as between partners, siblings or separated parents. A mediator is neutral, does not decide and does not replace your lawyer; the decision stays with you. Whether mediation suits your case, and how it would work, your lawyer will tell you.
Should I walk away from a negotiation that is going nowhere?
Sometimes, yes: walking away is as legitimate a decision as signing. Take that decision knowing from your lawyer what follows, with its timescales, costs and uncertainty, and never on the evening after a tense meeting. Ask yourself, too, what is tiring you: the negotiation itself, or what the agreement would mean to you. If it is the latter, walking away may simply put off the same question.
Who can I talk to about a difficult negotiation, apart from my lawyer?
Someone with neither a seat at the table nor a stake in the outcome, who knows how to keep a confidence. Your lawyer acts on your instructions, your family is often a party, and partners depend on what is signed. Once the professionals have done their part and what remains open is yours, you can talk it through privately with us: we listen, assess whether we can contribute anything and answer yes or no, with the reason. If yes, the fee is agreed before anything begins.
If your situation requires it, present it.
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