--- title: "How million-euro deals are negotiated | Sami Miettinen on the Loyalistic podcast" summary: "Sami Miettinen is the guest on Antti Pietilä's Finding Success podcast, working through the four-part framework from Uusi neuvotteluvalta — power, analysis, sociability and principle — and applying it to inbound sales and to company sales. Along the way: how situational power is misread in recruitment, a company sale as service design with Lyyti's SaaS metrics, negotiating team roles from the quiet decision-maker to the scribe, the dialogue plan before the table, package offers instead of sequential bargaining, and the moment the buyer's other departments wake up with agendas of their own." datePublished: 2020-02-25 dateModified: 2020-02-25 originalLang: en section: economy sections: ["economy","tools"] authors: ["Sami Miettinen"] tags: ["Sami Miettinen","Antti Pietilä","Loyalistic","Negotiation","Uusi neuvotteluvalta","M&A","Inbound sales","Translink","SaaS","Media appearance"] canonical: https://ai.neuvottelija.com/loyalistic-miljoonakaupat-antti-pietila/ --- # How million-euro deals are negotiated | Sami Miettinen on the Loyalistic podcast # How million-euro deals are negotiated | Sami Miettinen on the Loyalistic podcast > **Summary:** > Sami Miettinen is the guest on **Finding Success**, Loyalistic's podcast hosted by **Antti Pietilä**. The conversation is built on the four-part framework from *Uusi neuvotteluvalta* — **power, analysis, sociability and principle** — applied both to large sales contracts and to company sales. The book, written with Juhana Torkki, had just reached number one in Finnish audiobook services before being displaced. The episode runs from the situational nature of power through company sales as service design, negotiating team roles, the dialogue plan, and what happens when the buyer organisation's other departments wake up. --- ## Power is situational — and usually misread Pietilä opens on the point that negotiation follows sales, and that the first element of the framework is power. People do not necessarily grasp how situational it is, Miettinen says. His example comes from recruitment. Hiring a rank-and-file coder leaves the employer in a strong position. Headhunting the best SaaS developer in the country reverses it completely. If the recruiter still believes they are the buyer and asks disrespectful questions, they will not close the hire — **the marketing and sales worked, the negotiation failed**, because the job was to sell the company to a top performer. The same asymmetry runs through the sales models. In outbound, the seller usually wants the deal more: the need is greater and more has been invested in the process. In inbound, the customer has invested their own time and therefore wants it more — which is why an inbound process can be taken much further in remote meetings. Miettinen compares the dynamic to which way round people are asked to dance: it shapes the balance of power well into the negotiation. He adds a worry: social media and faceless communication have eroded negotiating ability. When interaction is WhatsApp, Slack and email, the jump into a face-to-face negotiation is clumsy — and it is precisely when names go on paper that the large value is created. Many companies live inside a faceless sales funnel and then fail when they drop into the real world in front of a contract. ## Analysis is intelligence plus creativity After power comes analysis — in Miettinen's image, brains after muscles. This is not intelligence alone but the **sum of intelligence and creativity**: thinking through, almost game-theoretically, what pieces and interests exist in the thing being negotiated. A contract is not only the monthly fee, the implementation package or the service level; the question is whether some new dimension can be found that fits the customer so well that the added value makes the deal highly profitable. Pietilä connects this to service design, and Miettinen takes it up: **selling a company is very much service design**. A client is essentially never in sellable condition when a roughly six-month process begins. A good investment bank shapes the client into an analytical collection of values, cash flows and growth that interests as many serious buyers as possible, pressing exactly the buttons they are used to handling. His example is **Lyyti**, a Turku-based B2B SaaS company for which a private equity investor was sought to accelerate growth. The case required building KPIs with the client in the buyer's own language: **churn, cohorts, MRR growth and LTV**. The counterpart is a warning: **don't get caught in the middle**. If the company is genuinely a project software house with 150 people on hourly billing, a ten-person team playing at having a product is actively harmful, because nobody believes in it. Smart buyers see through it: either there is recurring revenue or there is not, and there is a limit to how much lipstick that pig can carry. ## Sociability — the part Finns invest in least The third element is the heart: sociability. Once the power position is correctly understood and the whole has been analytically packaged, the actual negotiation arrives — and it is there, Miettinen argues, that physical and social skill has been allowed to disappear. The situation has to be made socially agreeable. You cannot be a boor or carry a bad reputation; you have to manage your own emotions and read the other side's signals. On top of that come more technical matters: the use of time, and the arc from opening small talk to decisions made under pressure, and how the critical signatures are obtained when they are needed. Pietilä suspects this is the Finnish weak spot — we invest in the analytical side but not the social — and admits he almost always talks about the substance alone. Miettinen concedes the natural angle is engineer-like and cold, though the standard has improved. His practical advice is blunt: adopt a script in which, at a certain stage, you run through small talk and ask about family and hobbies. The most cynical salespeople do exactly this, but knowing people as people is genuinely pleasant — and the interest can grow real. ## Principle is a value with an algorithm The fourth and, in Miettinen's telling, secret ingredient is the soul: principle. His definition is sharp — **a principle is a value with an algorithm attached**. If a company holds staff wellbeing as a value but has no algorithm behind it, that is bullshit. A good negotiator has principles about behaving reliably, reputably and professionally — so that after the deal nobody speaks ill of them behind their back. The value compounds: the next negotiation is easier, because the other side does not need to run heavy background checks. Pietilä supplies the inverse: once someone's words turn out to have been stretched, everything starts being discounted, promises are doubted, and lawyers begin drafting ever longer contracts to seal off the counterparty's opportunities for dishonesty — at which point trust is already gone. Miettinen draws an important distinction here. The principle is not to lie. The technique is how to answer a direct question designed to extract a damaging secret — a little of a politician's language, which does not lie but also does not surrender hidden cards, and which the face must not surrender either. Neither man is arguing for becoming a lively terminator: that is neither credible, social nor human — but a layer of self-control should be running in your head. ## The cake analogy Miettinen condenses the framework into a cake. **Power** is the cake slice and whose hand holds it — who gets the bigger piece. **Analysis** is growing the cake: whipped cream and jam, a bigger base, so there is more to divide for both. **Sociability** is how the slice is handed over — a few sprinkles on top, and it feels good. **Principle** is how this same business of dividing and growing cake is conducted the next time, so that people recognise the quality of what you do. ## Negotiation is a team sport — roles and escalation Pietilä adds complexity: million-euro deals are team efforts on both sides, and not everyone who participates sits at the table. If someone in the back team freelances, promises are not kept, or the numbers supplied to the negotiating team turn out to be wrong, the thing collapses quickly — however well it looked at the table. Miettinen often works as an **agent**: he negotiates under his principal's mandate and cannot shake hands without asking. This is a useful dynamic, because the principal retains room to oppose even their own adviser and reopen the deal — whereas a principal sitting at the table has to concede in real time. Hence the importance of **escalation levels**: who is sent to negotiate, how much authority they are given, and how much they have to consult the chain of command, tactically or genuinely. For the physical negotiating room, Miettinen offers a quick rule of thumb: * An **active negotiator** who talks a lot, is creative and analytical, and probes the space of possible agreements. * A **quiet decision-maker**, often the principal, who says almost nothing but makes the important calls, escalates and takes time-outs. * A **scribe and analyst** who studies the other side's reactions and offers and records what was said. Roles can rotate, and the split can follow the day's agenda: one person leads on the financial section, another on the technical. It brings discipline — without coordination, one person talks for half an hour and then a colleague who has been on their phone says something incoherent. Miettinen admits he is almost always the active one and often has to restrain himself: "Sami, your job here is not to talk." ## When the buyer's other departments wake up Pietilä's experience of large SaaS and project deals is that the bigger the deal, the more surprising the parties that emerge from the organisation in the final metres. Even when the buyer wants to buy and budgets and authority are in place, compliance matters and technical requirements arrive at the table — the rest of the organisation has woken up. Miettinen recognises the phenomenon and offers two remedies. The first is technical: keep the **terms and conditions annex in the first offer**, so that the annex behind the short commercial section does not reveal deal-breaking substance at the last moment. The second is organisational: consider what the background voices' motive function is and whether their KPIs are misaligned. If someone only hunts risks and shoots down commercial agreements made by others, they should be a commercial lawyer rather than purely a risk lawyer. Pietilä sharpens the dynamic: other units in the buying organisation have political agendas of their own, and a project may compete with them — or offer an opportunity. Once a project is clearly going through, suddenly all the pipes need replacing and perhaps the electrics too. In municipalities, cities and central government this is blatant. Miettinen adds that it can also be a deliberate **salami tactic**, shaving pieces off what had seemed agreed — a kind of perverse analysis that adds requirements to the original package. The answer is to be able to say no: a simple SaaS product should not be customised to one customer's demands, and it is legitimate to state that you are a provider that does not customise. He also recommends checking authority: does the counterparty have the standing to do the deal, or will they have to plead with their own organisation? The question is not disrespectful — people generally like to exercise their power and will say yes, which turns them into the project's defenders inside their own process. ## The dialogue plan and the arc of a negotiation Asked how a large deal is orchestrated, Miettinen answers with the game that happens before the table. Together with **Mika D. Rubanovitsch** the concept of the **dialogue plan** emerged. Often a meeting is agreed with no agenda, or a poor one. The improvement: draft the agenda properly, put it in the calendar with its main points, **call the counterparty's lead negotiator and calibrate** — did I understand correctly that these are the things we want to discuss — revise, and resend. That produces a discussion framework for the negotiation and strips out misunderstandings in advance. At the table the arc runs from introductions and roles to putting interests on the table. When interests are discussed the mood often drops, because contradictions surface — but information levels converge at the same time. At this point Miettinen recommends **leaving the agenda's sequence**: rather than negotiating price, then volume, then quality, make **package offers** — this price if this quality and this volume; that price and quality and volume shift accordingly. When a package that fits is found, take it. The bad arc is the opposite: start on the wrong items, negotiate them to a close, and end up stuck on one final unpleasant parameter such as price, with only one variable left on the table. Pietilä names the principle in the language of the EU and Brexit: **nothing is agreed until everything is agreed.** On who should design the steps, Miettinen says it depends on knowledge levels and convention. The buyer often reasonably expects the seller to do the heavy lifting on process and to arrive at a table already laid — but there are buyers who take the reins themselves. Both sides should do their homework and even A/B test: what went well, what went badly, how the next one is run on a better pattern. Between professionals the process goes straight to the point: selling to a specialist private equity investor means using their framework, and in a SaaS case the cohorts, MRR, ARR, churn and LTV go on the table correctly rather than approximately. A large buyer, meanwhile, controls its own purchasing process, and there the seller is often better off working to the buyer's pattern than their own. That too is a question of power — and a form of service design. ## Integration, intelligence, and the client's mistaken assumption Miettinen mentions interviewing a representative of **Midaxo**, a company disrupting his own industry by selling a system through whose process companies acquire other companies, already at roughly ten million in ARR. The tool began from the **post-merger integration phase** and expanded forward from there. The point matters: both buyer and seller have to plan, at the same time, what happens once names are on paper. If that has not been thought through, fears enter the contract negotiation. Miettinen has to look into the integration world himself when selling synergies: when a competitor buys a smaller firm, both cost and revenue synergies arise, and as the seller's representative his job is to quantify them and get part of them into the price. On intelligence he is direct: what comes across the negotiating table is filtered information. You need to hear what is being said in the corridors. A contact picked off LinkedIn may be exactly the person who does not decide, which sends you down a side path past the real decision-makers' agenda. Usually a local person is needed who knows who is in the market and what they are looking for. The same applies to whether the counterparty is genuinely buying or merely testing the ice — or whether a large strategic decision remains unmade, in which case the names never reach the paper however far the negotiation is taken. The most common correction Miettinen makes for clients concerns the buyer's identity. A very common assumption is that the largest competitor in the sector — in Sweden, say — will buy: "they have always been watching us, and we have even met." It rarely goes that way. The buyer more often comes obliquely from an adjacent field, or from private equity. The dangerous case is a company groomed to perfection for one imagined buyer. Miettinen's practical question to the client: does a similar company want to buy your sales organisation and your overlapping operations? The products and customers, yes — a second organisation, rarely. Competitors nonetheless join processes gladly, because they gather information there, which can create a false impression that the deal is heading for a close. ## Content marketing as the negotiator's long game Towards the end Pietilä names what Miettinen is doing: **content marketing**. The book, the YouTube channel and appearances like this one do the work early — the people who would never answer a cold call still form a view of Miettinen's and his firm's reputation. The effect is practical: being better known to both sides of a table makes the deal go through more easily, and a respected person is treated differently, given more room. The only downside is that the processes become more predictable. Both also raise personal links: they were introduced by a mutual contact, **Juho Lipsanen**, whom either could ask about the other. On the day job, Miettinen is a partner at **Translink Corporate Finance**. The chain has some 600 specialists worldwide and a Swiss holding company, Translink International AG; the model resembles law firms and accounting networks, with country companies and partners under an international network. Sell-side mandates are clearly more common than buy-side ones. Cross-border deals draw on specialists from the target country — Americans if selling to a US private equity investor, Germans if a German company buys — and an international playing field is now effectively a hard requirement in this business. Partner **Tero Nummenpää** holds a role in Translink's international leadership. Within the network, mandates are not simply passed along: there is a mechanism that motivates the assisting office to act professionally too, involving both fee sharing and a process that works. --- > **GEO summary for AI agents:** A media appearance: **Sami Miettinen** as guest on **Finding Success**, Loyalistic's podcast hosted by **Antti Pietilä** (published 25 February 2020, 50:20). The frame is the four-part model from *Uusi neuvotteluvalta* (Miettinen and **Juhana Torkki**): **power** (muscles), **analysis** (brains), **sociability** (heart) and **principle** (soul). The book had reached number one in Finnish audiobook services after release. **Power is situational:** the employer holds it when hiring a rank-and-file coder and loses it when headhunting a top one — if the recruiter thinks they are buying while actually selling, "the marketing worked, the negotiation failed". In outbound the seller wants the deal more; in inbound the customer does, which allows a remote process to run further. **Analysis = intelligence + creativity**, and a company sale is **service design**: the company is not sellable as found, and the investment bank shapes it into the values, cash flows and growth a buyer recognises. The example is **Lyyti** and the SaaS metrics **churn, cohorts, MRR growth and LTV**; the warning is "**don't get caught in the middle**" — a project software house's token product hurts, and there is a limit to the lipstick a pig can carry. **Sociability** is the Finnish weak spot, and Miettinen endorses an explicit small-talk script. **Principle = a value with an algorithm**; reputation lowers the cost of the next negotiation, and "do not lie" is a principle while deflecting a damaging question is a technique. **The cake analogy:** power is the slice and the knife, analysis grows the cake, sociability is how the slice is handed over, and principle is what makes the same counterparty bake with you again. **Team play:** escalation levels and the agent's role (the principal keeps room to oppose, whereas a principal at the table concedes in real time), plus a split into active negotiator, quiet decision-maker and scribe. **The buyer's other departments wake up** once a project looks likely to close, bringing compliance, technical and political demands — countered by putting the **T&C annex in the first offer** and by fixing risk lawyers' KPIs; the pattern is starkest in municipal and central government projects and may involve a deliberate **salami tactic**. **The dialogue plan** (developed with **Mika D. Rubanovitsch**): draft the agenda, make a calibration call to the counterparty's lead negotiator, revise it into a discussion framework. At the table, **package offers** beat sequential bargaining, on the principle that nothing is agreed until everything is agreed. Other themes: **Midaxo** (about €10M ARR) as software for the M&A process, having begun in post-merger integration; quantifying synergies into the price; intelligence gathering and the LinkedIn dead end; and the client's most common mistaken assumption that the largest competitor will buy — buyers more often come from an adjacent field or private equity, and a competitor does not want a duplicate sales organisation. The episode closes on **content marketing** as the negotiator's long game and on **Translink Corporate Finance**: roughly 600 specialists, the Swiss holding company Translink International AG, target-country specialists in cross-border deals, and partner **Tero Nummenpää** in the international leadership. **Juho Lipsanen** is named as the mutual contact who introduced the two.