Eighteen chapters. One operating discipline.
Each chapter follows the same architecture: a representative opening, a framework, tactical assets, a case study, and a bottom line.
Foundations
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1
Framework
The Small Business Negotiation Landscape
Why the conventional frameworks fall short. The four structural realities - asymmetry, volatility, overload, relational risk. The categories of negotiation an operator faces in a typical week. Case: the Lansdale HVAC contract.
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2
Leverage
Negotiating from the Weaker Side
The six hidden levers smaller operators actually have: speed and decision rights, access to the principal, hard-to-replace capability, switching costs and incumbency, optionality, and relationship capital. The operations backchannel. Coalition and trade association leverage.
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3
Mindset
The Owner-Operator's Mind
The identity fusion framework. Cognitive biases specific to owner-operators - overconfidence in domain expertise, optimism about time, confirmation bias in due diligence. Emotional regulation under cash pressure. Trigger and tell inventory.
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4
Preparation
Preparation - The Operator's Edge
The three-perspective framework. BATNA, ZOPA, and reservation point at small business scale. Scenario planning without an analyst team. The triage discipline. The one-page pre-negotiation worksheet.
People and Partnership Negotiations
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5
Governance
Partner and Co-Owner Negotiations
Ownership splits - equal, capital-weighted, role-weighted, hybrid. The operating agreement. Buy-sell agreements planning for the four Ds: disability, divorce, death, disagreement. Valuation mechanics. IP and non-compete considerations.
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6
Family
Family Business Dynamics
The three-circle model. The three negotiations inside every family business. Generational succession. Non-family executive compensation. Distribution vs. reinvestment tensions. Family governance structures.
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7
Talent
Hiring, Compensation, and Early Team
Competing for talent without corporate salary bands. Compensation philosophy at small business scale. Non-equity retention structures - phantom stock, SARs, profit interests, deferred comp. Contractor vs. employee decisions. Union and trade negotiations.
Commercial and Contract Negotiations
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8
Customer
Customer Contracts, Pricing, and MSAs
The three parallel negotiations - pricing, scope, and contract terms. Value-based pricing for services and trades. MSA and SOW structure. Negotiating with enterprise procurement. Government contracts and prime contractor relationships.
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9
Supplier
Supplier, Vendor, and Subcontractor Negotiations
The compounding power of supplier discipline. Payment terms, volume, and rebates. Service level agreements at small business scale. Pay-when-paid vs. pay-if-paid. Retainage and payment flow.
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10
Contracts
Reading and Negotiating Contracts
The ten clauses that cost small businesses the most money - indemnification, limitation of liability, personal guarantees, auto-renewal, MFC, termination for convenience, change of control, exclusivity, non-compete, waiver of jury trial. Redlining: what to push, what to accept.
Capital and Facilities
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11
Capital
Banking, Credit, and Capital Negotiations
The banking relationship as a long-horizon negotiation. Commercial loans and lines of credit. SBA programs - 7(a), 504, Express. Personal guarantees and covenants. Insurance negotiations. Collections, AR disputes, and IRS workouts.
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12
Real Estate
Commercial Real Estate and Facilities
Lease vs. buy. The case for SBA 504. Key lease terms - base rent, escalations, TI allowance, CAM, options, assignment, personal guarantees. Negotiating with commercial landlords and brokers. Construction and build-out contracts.
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13
Growth Capital
Growth Capital and Strategic Investment
When and whether to take outside capital. Friends, family, and local investors. Private equity interest in small businesses - minority vs. majority recapitalization. Alternative financing. Why merchant cash advances are almost always a trap.
High-Stakes Transitions
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14
Crisis
Crisis and Turnaround Negotiations
The crisis negotiation mindset. Cash crises and creditor workouts. Vendor workouts and bank forbearance. Contract disputes short of litigation. Public and local reputation management. Personnel crises mid-negotiation.
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15
M&A
Buying and Selling a Small Business
Buying an existing small business. LOI and exclusivity. Due diligence. Asset vs. stock. Seller financing, earnouts, holdbacks. Valuation methods - EBITDA multiples, SDE, asset-based. Preparing a business for sale. The two-year runway.
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16
Exit
Partner Buyouts, Succession, and Exit
Activating the buy-sell agreement. Generational transfer and ESOPs. Management buyouts. Winding down on your terms. The succession pathway decision tree.
Building a Practice
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17
Practice
Building Your Personal Theory of Practice
From tactic to practice. Values-based negotiation. The long-term vs. short-term calculation. Learning from wins and losses. Deliberate practice targets. Your personal advisory bench. When and how to hire a coach.
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18
Future
The Future of Small Business Deal-Making
AI and technology for the one-person negotiation team. Virtual and asynchronous negotiation. The silver tsunami. Labor scarcity, supply chains, climate, ESG, regulatory complexity. Positioning your business for the next decade.
The compound effect of better deals
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Capstone
Conclusion: The Compound Effect of Better Deals
A one-year operator negotiation improvement plan, organized by quarter: foundation, categorical application, skill deepening, compounding. The case for treating negotiation as a core operating discipline.
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A
Reference
Appendix: Case Study Library, Glossary, Recommended Reading
An expanding library of industry-specific cases from construction, professional services, restaurants and hospitality, manufacturing, and specialty services. Legal and financial glossary. Curated reading and resources.