In this episode of How My Friends Negotiate, host Andrea Schneider speaks with Elliott Portnoy, founding Global CEO of Dentons and now Global CEO Emeritus, about the lessons he has learned from decades of negotiating mergers, navigating cross-cultural business relationships and leading one of the world’s largest law firms. Portnoy reflects on how his approach to negotiation evolved from focusing on preparation and winning every argument to understanding the long-term relationship that follows an agreement. Drawing on previous experiences from countries around the world, he discusses the importance of understanding what motivates the person across the table, why silence can be one of a negotiator’s most effective tools, and why a signed agreement is sometimes only the beginning of a negotiation. “It’s not about the merger,” he explains. “It’s about the marriage that results.”
Elliott Portnoy, founding global CEO of Dentons and now Global CEO Emeritus, shares what he has learned from decades of negotiating mergers, partnerships, and cross-cultural deals. Elliott reflects on how his approach has changed from seeing negotiation as a contest where the best-prepared person wins to understanding that the real goal is a lasting agreement—and, especially in mergers, the relationship that comes afterward. “It’s not about the merger,” he explains. “It’s about the marriage that results.”
Professor Andrea Schneider
Welcome to How My Friends Negotiate. I'm Andrea Schneider, and I love talking about negotiation. As a law professor, I have spent 30 years working with young people as they navigate the start of their careers. I started this podcast to reflect on our negotiation experiences and to help us continue to grow into more effective advocates for ourselves and for others. Learning in school is one thing, but how do you actually negotiate your salary, deal with rent, and manage all kinds of tricky situations? These are challenges throughout every stage of learning. So, I called up some of my friends and people I admire to join me for some lively conversations, where they will share their insights, mistakes, and life lessons. This is going to be fun.
Today's episode features Elliott Portnoy, the founding global CEO of Dentons and now Global CEO Emeritus. At Dentons, Elliot led the world's largest global law firm, an organization spanning over 80 countries, 167 locations, and at its peak, more than 20,000 lawyers and professionals. His leadership was transformative, establishing Dentons as one of the top globally recognized brands and a driving force behind the adoption of legal technology and transformation within the legal sector. Since transitioning to emeritus status, Portnoy now advises private equity firms and other strategic investors as they pursue compelling opportunities in the professional services, legal, and technology sectors around the world. Hi, Elliott. Thank you so much for being here. We're really happy to talk to you. This is great.
Elliott Portnoy
Delighted to be here. I look forward to it. If you enjoy speaking with young people on their negotiation skills, we're moving to the other end of the spectrum, and I look forward to sharing some insights about my role at Dentons and what I've done since then.
Professor Andrea Schneider
Amazing. So, I want to get started. Can you tell us about a negotiation that you've handled in the past year? As you know, we like to make sure we're getting negotiation advice from people who truly know what they're doing.
Elliott Portnoy
Love to. Since stepping down from my role, as you noted, I've been advising investors who are looking at the legal sector as a place where they would like to park their dollars and achieve some meaningful returns. And what that means, in particular, as private equity is looking at investments directly into law firms. Very different negotiations for me; it involves third parties, bankers, consultants, founder dynamics, the risks of AI disruption, and technology impact on pricing. But the negotiations are very, very different. I've been involved in probably 30 of them over the last year because of the structure that's required for a private equity firm to invest directly into a law firm. It requires something called an MSO, a managed service organization, where you separate the practice of law that we're familiar with from the business of law, HR, talent, accounting, finance, marketing, technology into a very different structure, and so you're negotiating with the leaders of a law firm about a very significant investment, but ultimately, you're having to bifurcate between the practice of law and the business of law. It's been hugely interesting. I'm working with incredibly smart people, all of whom are younger than me, and the founders and leaders of law firms are very different segment than the law firm that I had the privilege of building and leading is a more consumer and retail-oriented firms, insurance defense, personal injury, construction defect, trust and estate. Different segment of the law, but it's been great fun. Some of my work's been in the UK, where private equity ownership of law firms has been common for decades, and non-lawyer ownership of law firm and related entities has long been the norm. So, been great fun. Very different negotiations.
Professor Andrea Schneider
All right. So, we're going to definitely come back to this human dynamic in terms of what you've been able to develop and really what you're still continuing to utilize, even as the content of the deals themselves have changed. I want to take a step back. I know you've worked very hard over the course of your career to get to your position, to now get to the lovely emeritus position, which is an even better title, and that you didn't learn all of these skills overnight. I'd love for you to take a step back and reflect on your career and tell us a little bit about when did you realize that being good at negotiation mattered.
Elliott Portnoy
I think probably the most meaningful period of time was soon after law school when we were practicing together. I was engaged in public policy and regulatory practice. When I got to Washington D.C. I rather naively assumed that my work on behalf of clients with the U.S. Congress and the executive branch would be all about bringing people together through negotiations to advance the national interest, and that we would find compromise to advance an initiative or to address a problem, and what I found was a rather rude awakening, which is to say that people weren't trying to find the best answer together. It wasn't a focus on what was in the broader national interest. It was remarkably easy to kill things off, much much harder to get something enacted into law, and so that dissonance forced me to try to develop a vocabulary for what I was doing, negotiating and trying to advance a client's position against the backdrop of competing forces who were not at all interested in finding agreement. They were far more interested in just killing off what the other side wanted to do. The irony is, it was far easier then than it is now. That was a period in the 90s when there was at least some degree of bipartisanship.
Professor Andrea Schneider
Right, compromise was not a dirty word.
Elliott Portnoy
There's not. It's virtually impossible to accomplish the things that we were able to do then, now.
Professor Andrea Schneider
So, has your approach to negotiation changed over time?
Elliott Portnoy
It has a great deal. A lot of that is less because of that early public policy experience, but the experience of negotiating deals in very, very different jurisdictions, where the business culture is dramatically different. The style is different. The expectations were different. But in the early days, I thought being a good negotiator was being really well prepared, knowing the issues better than anyone else, anticipating whatever argument the other side was going to lodge, and winning every time over time in my negotiations, I realized it's not about winning every argument. It's about finding a path to some degree of lasting agreement, so that we can accomplish some shared objective, and that it's fine for everyone to leave the process equally unhappy that they didn't get everything that they wanted.
Professor Andrea Schneider
Okay, so it sounds like one is sort of realizing how you view negotiation in that early on it's a ‘I'm going to get everything because I'm the smartest kid in the room and I'm well prepared and that's going to work’ in and of itself to recognizing that negotiation involves some unhappiness and some level for both our side, the other side, that's sort of okay. And then, I guess your communication style also changed over time as your approach has changed. I can't imagine you are not still the most prepared that you possibly can be. I'm wondering what you've added to that preparation, knowing everything that is the heart of good lawyering. And now, what are you sort of bringing to the table that you think early on you might not have been?
Elliott Portnoy
I think there's probably a much, much greater focus on what needs to be the result. That in my work for a decade was about bringing firms together, and my focus in the early days was getting the deal done, getting the merger, getting the combination done, and over time, I began to realize that that was the easy part of the process. It's hard to get lawyers to agree to do things. Lawyers are notoriously adverse to change. That said, I realize it's not about the merger; it's about the marriage that results, and trying to think ahead and ensuring that in the negotiation process, I'm focused on a long-term relationship with the adversarial party in negotiation across from me, because if I'm successful, these people are going to be my partners, and so I'd learned to soften the approach. It wasn't a winner-take-all approach in every one of those circumstances. And I think the other thing I learned was, and this was hard for me, that silence is okay. You don't have to fill every gap with a response, and sometimes the best response in a negotiation is no response at all, and just to reflect, to take the information in, allow there to be some ambiguity, and force the person on the other side of the table to fill that gap in the conversation with another offer, with a counter, or with just some thoughts that might help me in the end get to a better result.
Professor Andrea Schneider
I love that point about silence. It's so hard. I think so many of us choose our career because we're really good talkers, and all of a sudden you're like, "Huh, pause.” And of course, we're all social animals. We're socialized that we should not silence feels awkward and strange, and we want to fill the silence. But as you note, if we fill the silence, we could end up bargaining against ourselves. So, let them fill it in. Give us more information. Give us more insight. Maybe they give a counteroffer against themselves. And so, very, very wise. Is there a story or a lesson that informs you that you sort of carry with you in terms of that informs the way you negotiate today.
Elliott Portnoy
There are a lot of them. One of the greatest learnings that I had was negotiating in China, where we became the first global law firm to combine with a Chinese law firm. At the peak, we had 47 offices in China, over 6,000 lawyers practicing law until we were required to withdraw for data protection and data privacy and cybersecurity reasons. But I learned in that set of negotiations that reaching the agreement, even with lawyers, was not the objective because a negotiation and indeed an agreement, even with lawyers in China, doesn't mean what it means in other jurisdictions. It's simply the starting point for further negotiations, and that learning very early on, well over a decade ago, helped me because there are other business cultures, other environments. We're getting to yes, getting an agreement is actually remarkably easy. The challenge is what happens thereafter, and the need to begin to revisit and reconsider key terms literally within days of an agreement being reached, signed, announced to great fanfare.
Professor Andrea Schneider
So that's really interesting in terms of thinking about. For many of us, we think about negotiation. You reach an agreement, and we're good. We're done.
Elliott Portnoy
You shake hands, and it's all over.
Professor Andrea Schneider
We're good to go. So you've had an extraordinary amount of experience in cross-cultural negotiations, and really understanding that even the nodding, the saying yes, is a polite way of encouraging you to keep talking, and has actually nothing to do with whether somebody is going to actually plan on agreeing with you or carrying out even what you think they're about to do. So those cross-cultural lessons, I think, are really important.
Elliott Portnoy
American lawyers assume a signed agreement is a signed agreement. It's enforceable, and everyone's going to comply. And in a number of parts of the globe, a signed agreement is literally simply the starting point for additional negotiations, including on key terms and elements of the signed agreement that you shook hands over.
Professor Andrea Schneider
And of course, that also then warns us, and I'm sure you learned that if you think you've negotiated and given away all of the goodies before the signed agreement, and now you're trying to get compliance, you’re like, “But wait, I gave you everything already,” and the compliance is an ongoing negotiation, as you say, like a marriage, right? It is a negotiation for the long haul. The wedding ceremony is just the start.
Okay, is there a particular negotiation success or one of your favorite negotiations you'd like to share with us?
Elliott Portnoy
Without a doubt, I think my favorite, both negotiation and what followed, was in South Africa. This is also not quite a decade ago, but where we combined with an extraordinary, small, very elite law firm that was owned and led by Black lawyers, and we conducted our negotiations, and we negotiated, and were able to achieve something no other global law firm had, which was becoming level one Black Economic Empowerment certified in South Africa, which has very significant importance in terms of the contracts you're able to achieve, the work you're able to do, and it was this extraordinary moment of becoming the largest global law firm, the only global law firm that was level one BEE certified, and it was such an extraordinary negotiation with these remarkably talented lawyers. And on the day of our launch, we went and met with the president of South Africa, who was so struck that a global law firm, led by a very different group of people would see the value of being in and of the community in a place like South Africa. Every step of those negotiations, which were tough, and at times, yielding was for me in some ways a labor of love because what we were trying to do was transform opportunities for a whole universe of Black lawyers in South Africa who had been ignored by global law firms. It was really, for me, one of the most seismic and wonderful opportunities.
Professor Andrea Schneider
That is a really special and wonderful story. That's terrific. Thank you for sharing that.
Elliott Portnoy
We have lots of them. We were the first global law firm to enter the Indian market. Had a similar experience, but the South Africa one still sticks with me.
Professor Andrea Schneider
Well, and you know, I think for you and I both, kind of coming of age politically in the 90s and watching South Africa transform into a democracy, to then be able to do some good in the latter part of your career for them is particularly special. I totally hear you on that. That's amazing. So conversely, is there one that keeps you up at night? One that got away? You're like, oh, if only.
Elliott Portnoy
First, I think it's fair to acknowledge that in order to get 60 law firms to combine with us, we had to kiss a few frogs along the way. Probably negotiated with 600 law firms over a 15-year period to get 60 to agree. The one that probably still gnaws at me was in the very early years of what became Dentons. We were very close to a transformative merger of equals in the United States with an outstanding law firm. It would have allowed us to grow our transactional practices in a really compelling way. The practice and client alignment was near perfect. The jurisdictional connections would have been great, but we came on too strong, and we scared the other firm. And I'll always remember the managing partner of that firm saying to me, "You guys are moving at 100 miles an hour. We're comfortable moving at about 60 miles an hour, and we're just not able to go faster,” and it would have been a really transformational pairing of capabilities and reach and people if we got close, but it got away from us.
Professor Andrea Schneider
So looking back, what do you wish you knew as a young person about negotiation?
Elliott Portnoy
How much time do we have on the podcast?
Professor Andrea Schneider
I will cut you off at some point.
Elliott Portnoy
There's a lot. I wish I would have known that negotiation isn't a duel where you fight to the death and the winner takes all. It's obvious, but when I was younger, I thought about going into battle and winning every point, and I've learned that's not the case, as I noted. One of the things I've also learned, particularly when you're doing M&A work, is that you've got to think less about getting the deal done and more about the partnership, the entity that emerges, the marriage that results. Getting the deal done is critical, but it's the first inning of at least a nine-inning game, and I didn't know that early on. I think beyond that, it's probably just the human dynamics again. I've talked about it, but understanding what's really motivating people, what's underlying the positions that they're taking, what's animating them, what's motivating them, what's important that's not in the term sheet, not in the confidential information memorandum, and it took me some time to get to that. It helped that my mother was a professor of nonverbal communication, so I learned a lot about nonverbal cues from her. I never wanted to negotiate with her because I'd always lose. But she helped me understand how to evaluate the human side of the negotiation.
Professor Andrea Schneider
Well, we are going to switch gears a little bit and play some negotiation games, play a lightning round. Our first game is "Would You Rather.” This is going to focus on the who and how of negotiation, and I'm already guessing your answer to the first one, but we'll see. So, would you rather negotiate with your kid or with your parent?
Elliott Portnoy
Easy. One of my three children. I won't say which. My kids have no problem telling me what they want, but I know what buttons to press, what leverage can be brought to bear. I still have a little influence. That power dynamic was different with parents, and in particular, my mother was able—I never understood how she could figure out when I wasn't being entirely genuine—she was able to pick up on all my tells, all my tricks, and I lost all the time. So that one's an easy one. Definitely, my kid.
Professor Andrea Schneider
That's great. Okay, would you rather negotiate over email or over text?
Elliott Portnoy
Neither. If I can avoid it, I don't really like doing that. If I had to choose, it would be email, probably because you have to at least take the time to think about it before you send. And I'm also frighteningly kind of old school. I like punctuation. I like to capitalize words. And there's a spell check. I just think email's better if I have to use it.
Professor Andrea Schneider
Okay, so then this will help. Would you prefer face to face or over the phone?
Elliott Portnoy
Always face to face because after enough years of losing the negotiations with my mother, I learned enough tricks that getting someone across the room from you is a far more valuable way to be able to get to the right answer. Learned a lot of lessons from her tone, body language that never comes through on email, and especially not on text. You always do better when you're face to face.
Professor Andrea Schneider
Okay, great. Would you rather negotiate on your home turf or away turf?
Elliott Portnoy
Away, people when you're on their turf, they tend to relax. Relaxed people tend to talk a little more, be a little more open, generally speaking, and you might get to a more candid discussion on their turf when they come to your turf. The back is up, and they're a bit more wary.
Professor Andrea Schneider
And last question: Would you rather negotiate over coffee or over drinks?
Elliott Portnoy
Coffee early in the morning, ideally when people's guard is down.
Professor Andrea Schneider
So before the caffeine has hit.
Elliott Portnoy
Yes, exactly. And and I usually am up 4:30 or 5, and I've had plenty of caffeine by the time that meeting would take place. I never negotiate over alcohol. I actually made it a policy in all the years I ran Dentons not to ever have a drink at firm events for a whole host of reasons. Just thought it was important as the leader to set the tone. But negotiations over alcohol, they almost never end up well. I've yet to successfully close a deal when alcohol is involved, or at least to close it up and then have the ending that that I wanted.
Professor Andrea Schneider
Our second game is a classic negotiation debriefing tool called Best, Worst, and Wildest. I'm going to give you three rapid-fire prompts, and you get to respond in 30 seconds or less. So, what is the best negotiation advice you have ever heard?
Elliott Portnoy
Probably to resist the temptation to talk. We discussed it earlier, but to let others go first, let them speak more, sit back, take it in, listen. Silence is a really powerful negotiating tool. So that was probably the best advice.
Professor Andrea Schneider
Okay, great. What's the worst negotiation tactic you've ever seen?
Elliott Portnoy
Artificial deadlines. I hate this kind of manufactured urgency. If we don't get it done by this time and date, we're walking. Everyone knows that it's a hollow threat. It signals distrust. It almost never works, and it causes everyone to become a little more entrenched. I hate the tactic.
Professor Andrea Schneider
Right. All right. And the wildest thing you've ever seen someone try in a negotiation?
Elliott Portnoy
Well, it happened in another country. We were negotiating with what was the best known, most elite law firm in that country. We had gone hours and hours and hidden impasse. We had agreed on a number of the key terms, but there was one set of terms that we just couldn't get done. And the managing partner of this firm thought that he would take me and my colleague, we're doing the negotiations, and that he would persuade us that they were the right firm, and that we should agree. And he took us to his office, which was the largest in the firm. And he proudly opened a door, and he showed us that he had a hidden bedroom in his office right off there. And he started to regale us with stories about what he would do in that bedroom in the middle of the day when his wife wasn't aware. We finished the negotiation in the bedroom by us turning around and walking out, and it was certainly a pretty wild way to persuade us that that was the right law firm for us to combine.
Professor Andrea Schneider
Oh my God, that that is so wrong in so many ways. I mean I don't even know what to do with that.
Elliott Portnoy
Imagine the hidden door and him proudly beaming, and then he started to tell us stories, and we stopped him, and we said we're done, and we walked out.
Not a great negotiating tactic on his part. No. But frankly, I'm grateful because otherwise we might not have known about that, and so it ended up being one that got away, but gratefully got away.
Professor Andrea Schneider
Grateful that it did. Amazing. All right, Elliot. This was so much fun. I know I learned a lot. I'm thinking about we're talking about particularly in M&A that agreements are really just the start. The negotiation agreement, whatever it is, is just the beginning of the agreement, and really framing negotiations in that way. The lessons of how we view negotiations sometimes as young people as duals, and we use military metaphors, and that's just all wrong in terms of really thinking about how we want to conduct ourselves long-term in a negotiation and build the relationship. And then, of course, as someone who thinks about sort of social intuition and body language and tone and pace and eye contact and all of the things, the nonverbal communication. I love that your mom sort of schooled you. Not only you knew not to negotiate with her because she was really figuratively, right? She just schooled you, which is brilliant. So thank you so much for joining us today, and thank you for helping us learn. We really appreciate it.
Elliott Portnoy
My pleasure. It was fun.
Professor Andrea Schneider
I'm Andrea Schneider, and you've been listening to How My Friends Negotiate. Negotiation advice from trusted friends. You can find us and subscribe on Apple, Spotify, or wherever you get your podcast.