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Why Big Companies Struggle to Negotiate Great Deals

In the January/February 2026 issue of Harvard Business Review, Danny Ertel, founding partner of Vantage Partners, tackles the structural traps that undermine enterprise negotiations — and how to escape them.

Drawing on decades of experience in enterprise negotiations, Ertel argues that structural challenges, rather than individual skills, prevent organizations from landing the best deals. With Ertel’s practical strategies for redesigning internal processes, negotiators will be able to move faster and achieve better outcomes on the most important deals.

Complex negotiations in large organizations often fail — not because the negotiators are inexperienced or unskilled but because they’re constrained by two structural challenges, agency and alignment, and by the ways organizations manage those challenges. These problems consume scarce resources, drain value from promising deals, and leave even the most skilled dealmakers looking ineffective.

The agency problem arises because negotiators act on behalf of their organizations yet their incentives and risk tolerance may not perfectly match those of the enterprise. Sales negotiators may prefer any deal to no deal because closing the sale boosts their commission or bonus; procurement leads juggling dozens of suppliers may settle quickly rather than push for better terms because they’re pressed for time. To guard against such subpar outcomes, many organizations narrowly restrict negotiators’ authority, forcing dealmakers to return repeatedly to higher-ups to seek approval for further concessions. That slows things down, undermines credibility, and strips negotiators of the ability to solve problems creatively at the table. Frontline negotiators often end up feeling more like couriers than dealmakers.

As deals get more complex, the alignment problem compounds the challenge. In multiproduct, multiregion, or cross-functional deals, stakeholders want to protect their own priorities — on price, risk, timeline, or other areas. For instance, the sales chief cares primarily about pricing and revenue; the engineering vice president is focused on deadlines; the legal team wants to minimize risk. Putting together a deal that satisfies those stakeholders requires negotiating internally first. Getting them to reach pre-negotiation consensus usually requires agreement on the most conservative minimums acceptable to all. Once those thresholds are set, negotiators are left with little room to explore trade-offs or inventive solutions. If the counterparty won’t accept the preapproved terms, the negotiator must reopen internal debates about which stakeholders will make what kinds of accommodations, prolonging the process and eroding trust on both sides.

Together, agency and alignment challenges leave many negotiators hamstrung. Unable to explore possibilities that could create value, they’re stuck trading lowest-common-denominator offers with equally constrained counterparties. The results are predictable: slower cycles, weaker deals, and lost opportunities.

These are known challenges. The late Roger Fisher, the Harvard Law professor and founder of the Harvard Negotiation Project who helped define modern negotiation theory, proposed ways to address them decades ago in the context of international diplomacy. His advice was to integrate internal and external negotiations, treating internal alignment as part of the negotiation itself. In theory, this allows negotiators to surface creative options internally and build alignment around those options.

In practice, however, alignment across silos often devolves into stakeholders’ padding minimum requirements to protect their own priorities, with the expectation that they will need to make further concessions later. That leaves enterprise negotiators boxed in by unrealistic demands.