The vote was 14 to 1 in favor, yet the motion failed. Why? Because the body voting is the United Nations Security Council, where five permanent members enjoy veto power.
A company’s new strategic plan gets adopted after the management team votes 5-4 against. Why? The board preferences the votes of the CEO, CFO, COO, and CMO over those from leaders at VP level.
A political candidate wins office after receiving millions of fewer votes than his opponent. Why? It’s a U.S. presidential election, decided not by the popular vote but by the electoral college.
As these disparate examples make clear, decision rules matter.
From the boardroom to the dinner table, negotiators who understand the most common decision rules — majority rule, chair-decides and unanimity/consensus — and how to navigate each, can drive more favorable outcomes and increase their influence beyond their formal authority or power. In this piece, we offer best practices gleaned from decades teaching law students and advising business leaders, government officials, and non-profit executives.
Majority rule requires more than 50% of a group’s members to approve a course of action. This type of decision-making governs everything from Supreme Court verdicts to the games children play at recess.
If you find yourself in a majority-rules scenario, you’ll want to do three things.
1. Map the interests of all the decision-makers. The group is not a single entity, but a collection of individuals. Consider both what each person cares about and the intensity of those preferences. Identify those whose interests are aligned with your own and establish and maintain communication with them until the votes are counted. Avoid the temptation to let the loudest voices dominate your thinking; the votes of the quiet carry the same weight.
2. Target influential fence-sitters. Start with those who might influence similarly situated “maybes.” These people can be easy to identify, but they might not be particularly invested in the matter at hand. Think about ways you might expand the set of issues involved in the decision to create opportunities for what negotiation experts call “linking” and “log-rolling” — that is, addressing influencers’ related interests in exchange for their support on your primary one.
Consider the story of activist investor Engine No. 1, a hedge fund that holds less than 1% of the shares in energy giant ExxonMobil, a company in which shareholder majorities elect the board of directors. Management-sponsored slates of prospective candidates have historically sailed through, but in 2021, Engine No. 1 shocked the financial world by nominating four directors (out of 12) based on their climate bona fides, three of whom were eventually elected. The strategy worked because Engine No. 1 founder Chris James had secured the support of Exxon’s second-largest shareholder, BlackRock, and its CEO, Larry Fink, who said the time had come to “confront the global threat of climate change.”
3. Tailor your message to reach the people you want to reach. At the same time, James noted, “This isn’t really about ideology; it’s about economics,” which illuminates a final point on making your case in majority-rule situations. He was employing what Harvard Business School’s Jim Sebenius calls “acoustic separation” – that is, tailoring a narrative to the perspectives of the people you’re recruiting to your coalition.
Negotiators can use this tactic to harnesses their target audience’s perspectives, interests, and language to craft a case that resonates. Consider another example from the U.S. Supreme Court under the leadership of Chief Justice John Roberts. In his opinion for the 5-4 majority in the landmark case National Federation of Independent Business v. Sebelius (567 U.S. 519 ((2012)), Roberts asserted that the Affordable Care Act (Obamacare) successfully toed the constitutional line because “such legislation is within Congress’s power to tax.” This novel interpretation of the health care legislation’s individual mandate created space for Justice Elena Kagan, an uncommon ally, to join his opinion and strengthen the Court’s institutional reputation in the process.
This scenario lodges authority with a single decision-maker and is often used in business settings where managers have the final call for their teams or organizations. (It also applies to households where parents tell children what (and what not) to do — and when asked why, reply simply, “Because I said so.”)
To wield influence in such a situation:
1. Understanding the decision-maker’s interests. Ideally, this involves asking lots of open-ended questions. (i.e. “Help me understand…” or “Say more about…” or simply “Why is this is important to you?”) When you don’t have ready access to decision-makers, you can instead look to past statements and writing — such as open memos to employees or shareholders or social media posts — for clues about what matters to them. Consulting with their trusted allies and confidantes, where possible, can also help.
2. Identify the decision-maker’s trusted advisors. Few executives make decisions in a vacuum. Effective negotiators know on whom the chair relies — and even the people to whom those advisors turn for counsel.
For example, at Meta (Facebook), founder and CEO Mark Zuckerberg retains super voting shares that overwhelm most shareholder votes. As a result, questions of import come down to “What does Mark think?” But watchers agree that the opinions of chief operating officer Sheryl Sandberg also carry a great deal of weight. Executives with high-level access might be able to pitch these two individually, while others instead look to their respective inner circles and most trusted junior team members.
Depending on your position in an organization, you may have to build an extended path from you to the decision-maker. Hone your pitches and pay close attention to the sequencing of them since some decisionmakers yield most to the last piece of advice they receive while others are known to pay more attention to first impressions.
3. Don’t neglect other stakeholders. A caveat: a well-planned approach to influence the chair may grant you outsized impact on a decision, but your colleagues may notice and resent your attempts to sway, branding you as a brown noser, backstabber, or backroom dealer. So, be attentive to the interests of other stakeholders and frame your efforts in ways that shape an image of you that is favorable and team-oriented.
Unanimity and Consensus
Unanimity requires the affirmative agreement of 100% of the deciding group, while consensus means that none of the negotiating stakeholders actively object. Most criminal convictions in the United States require the unanimous agreement of a jury of peers, a dynamic famously dramatized in Twelve Angry Men. Conversely, traditional Quaker meetings operate on consensus with dissenters encouraged to “stand aside” rather than “stand in the way.”
We group these two decision rules together because in both cases the focus shifts from coalition building (as in majority rules) or winning over a central authority (chair decides) to managing potential spoilers — that is, avoiding the possibility that a lone holdout (or a few) will torpedo a resolution.
1. Ensure opposing voices feel heard and acknowledged. Stanford scholar Stephen Stedman cautions against ganging up on or pressuring dissenters in such cases because strong-arm tactics can often entrench instead of persuade them. Effective negotiators listen carefully to would-be spoilers, work hard to understand their concerns, and make a public show of responding to their needs. This strategy can often convert them into advocates.
2. Raise the costs associated with intransigence. However, not everyone is convincible. When engagement doesn’t work, the savvy negotiator raises the costs associated with intransigence. In international affairs, when diplomacy fails, allied Western nations often deploy economic sanctions on rogue states (and on individuals within those states). Similarly, earlier this year, Delta airlines increased health insurance premiums by $200 a month for employees who refused to get Covid-19 vaccines.
3. Change the rules of the game. And when achieving unanimity or consensus seems impossible, especially in professional settings, try to change the game or change the players: Advocate for majority-rule or chair-decides practices, or, alternatively, consider whether the choice itself might get assigned to a different group better positioned to reach an agreement.
Consider the example of a team of doctors considering selling its practice to a regional hospital system, as many have done over the past decade. Some are excited about the benefits: more working capital, better insurance, and greater negotiating leverage with Medicare. But one has concerns about abandoning community-based medicine. Another laments the meager financial return anticipated from the sale due to his lack of seniority. And a third plans on retiring soon and worries about undermining their legacy. Colleagues looking to convince these three should tailor their approaches accordingly. For the first, emphasize the community-engagement efforts of the hospital and request a seat for her on its relevant board. For the second, secure a payout increase in exchange for his support of the deal. For the third, define an early retirement package and emeritus partner status before the sale and secure an opportunity for them to teach and mentor at the local university.
Wherever you sit in an organizational hierarchy, there will be times when you seek to influence the choices and preferences of others. In these negotiation moments, use decision rules to your advantage. Tailor your strategies to the particular circumstances of each decision rule (and where possible, advocate for one decision rule over the other based on your understanding of the dynamics each creates) to drive better outcomes.