MERGER AND ACQUISITION
28 Aug 2025
BATNA, the acronym for Best Alternative to a Negotiated Agreement, is a core concept in negotiation strategy. In essence, it describes a course of action that is the most advantageous to pursue in the event that negotiations fail to reach a mutually acceptable agreement. It acts as a benchmark for evaluating proposed offers against, and understanding it empowers those navigating negotiations with the confidence to know whether a deal is worth continuing to pursue or whether it’s time to walk away.
This is a principle that is applied in a variety of situations. Entrepreneurs and managers use it in day-to-day business when interacting with vendors, and it can also achieve fair terms in partnership negotiations. In investment, BATNA features everywhere from merger and acquisition (M&A) deals—often as crucial as understanding what is an earnout in M&A—to arranging startup funding rounds. Increasingly, this is a valuable metric for ensuring cross-border transactions have positive outcomes.
We’ve developed this article to provide entrepreneurs and business leaders with key insights into what is a BATNA, why it works, why it matters globally, and how to identify and strengthen this metric.
BATNA is effectively a possible fallback position, giving a company clear options should negotiations not proceed to acceptable agreements as initially intended. It originates from the negotiation theory developed by Roger Fisher and William Ury, in which BATNA was posited as a practical strategy and psychological tool for effective decision-making. When evaluating proposals, it can be a simple litmus test: if an offer is less favorable, negotiators should walk away from the deal, as this is the more prudent action.
The BATNA also provides a tangible and rationally determined alternative to compare potential agreements against. Rather than making hasty concessions that fail to pan out in the long term, negotiators can refer to this metric to get a clear representation of what makes a genuinely valuable deal. Using this approach ensures that all accepted agreements are more valuable than the fallback position.
There are various reasons that taking the time to develop a clear and well-defined BATNA is essential for safeguarding good outcomes during negotiations. Primarily, it helps reduce the risk of negotiators being influenced by undue pressure and uncertainty and agreeing to unfavorable terms. It is a data-supported metric that underpins decisions.
Furthermore, the metric sets a clear walk-away point. This strengthens the negotiation position, as it provides a solid foundation upon which negotiators can hold firmly to a specific stance. It can also reduce the sense of uncertainty negotiators may feel, as the BATNA anchors expectations in a realistic alternative to the deal.
Finally, a solid BATNA can provide negotiators with leverage. By knowing and understanding the best alternative, confidence in a determined position tends to follow, which can shift the dynamics of high-stakes negotiations. Ultimately, it becomes a tool for maintaining a certain amount of control at a time when the balance of power can change rapidly.
Finding your BATNA in any given negotiation scenario can usually be broken down into the following steps:
It is vital to recognize that this process must be driven by objectivity and realism. Teams need to focus on actual possibilities, rather than hypothetical ideals. By rooting the process in good data and the insights of external auditors or consultants, negotiators can ensure they identify the most likely BATNA to support their negotiating stance.
Identifying the BATNA is only the start. A vital part of effectively preparing for negotiations is to actively strengthen it. This is because it isn’t just a safety net or backup, but a negotiation asset to be used intelligently.
A good start here is to carefully cultivate new relationships with similar companies and purposefully explore other deals. These components can help identify tangible fallback options to leverage.
Additionally, researching market conditions and building intelligence around competitor benchmarks is key. This ensures thorough metrics have been applied, which spurs confidence in negotiations. Furthermore, preparing documentation and verifiable resources that support your plans lends them credibility. This is useful not only for cementing your own confidence in the BATNA, but it also signals preparedness to the other party, which can genuinely influence respect and potentially frame negotiations on your terms.
BATNA can overlap with other common frameworks, but there are key differences in how each approach is applied. For instance, the reservation price focuses on establishing the least favorable deal you’re willing to accept. This is an internal threshold, in that it is specifically related to minimum deal terms, whereas BATNA focuses on alternatives that are external to the current negotiation.
Additionally, Zone of Possible Agreement (ZOPA) refers to where both parties’ acceptable deal thresholds overlap. Again, this is an internal metric that enables negotiators to make nuanced adjustments in relation to what one another’s goals are.
BATNA is sometimes utilized alongside these other concepts. For instance, it might encourage negotiators to push their reservation price upward in recognition of having a viable alternative. At the same time, an understanding of ZOPA can provide additional latitude for finding mutually acceptable agreements when it is underpinned by a reliable BATNA.
BATNA is applied in a range of different scenarios and for various purposes. In business acquisitions or divestitures, a strong alternative helps firms evaluate whether accepting a proposal is preferable to pursuing other targets or maintaining independent operations. This will often be informed by experienced M&A consults.
It is also valuable in employment contact negotiations. It helps job seekers to weigh an offer against competing opportunities or sticking with their current role.
Startups’ negotiations with investors or venture capitalists (VCs) can also hinge on an effective alternative. It allows early-stage companies to better evaluate whether accepting an investment round is likely to be more impactful than continuing to seek better terms with alternative financiers.
In each of these cases, the BATNA acts as a data-backed metric that helps parties to take a strategic approach to negotiations and avoid accepting suboptimal outcomes.
BATNA reflects the best fallback position in the event that current negotiations fail to result in a mutually-acceptable agreement.
It helps decision-makers to make informed choices based on an understanding of clear alternatives, This strengthens their leverage during talks and avoids making bad deals.
Begin by assessing all alternatives to the current negotiation, followed by evaluating their potential outcomes. You can then select the most beneficial one based on objective criteria.
Yes, BATNA is not static as new options can emerge or deals evolve over time. Therefore, you should reassess and update your BATNA accordingly.
The bottom line—also sometimes referred to as a reservation price—represents the least favorable deal you’re willing to accept. BATNA, on the other hand, exists external to the deal and is an alternative option you can pursue instead of the deal.
Harvard Law School. (2025). History of the Harvard Negotiation Project. Harvard Law School. https://www.pon.harvard.edu/history-of-the-harvard-negotiation-project/
Halton, C. (2024, July 29). Zone of Possible Agreement (ZOPA): Definition in Negotiating. https://www.investopedia.com/terms/z/zoneofpossibleagreement.asp
Needle, F. (2021, January 6). What Is a Reservation Price? https://blog.hubspot.com/sales/reservation-price
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