ABSTRACT
Managers and executives negotiate constantly—big deals and small—but after reaching agreement and reaching across the table for a handshake, negotiators will often disengage, leaving some key decisions in the contracting phase to lawyers. In contexts as varied as labor-management bargaining, private equity deal making, joint venture structuring, and trade agreements between nation-states, there is an observable transition between what we might call the negotiation phase, in which concessions are made, diverging interests are reconciled, and agreement is reached, and the contracting phase, in which the agreement is translated into a legal document that codifies the deal. Notably, across all of these negotiation contexts—and many others—the parties that are at the table before versus after this transition may differ: Managers and executives drive the negotiation process; lawyers drive the contracting process.
