I often tell people that investment banking and M&A is not what you see in the movies. It is quieter than what movies like to portray. Less volatile. More pragmatic. The people, mostly, are nicer than the caricature suggests. There is professionalism, there is process, and there is a shared understanding that everyone at the table is trying to get to the same place.

Most of the time.

A few weeks ago, I found myself sitting at the centre of the boardroom table at one of RWT’s offices with eleven other people and a $12 million problem. We were deep into a transaction that had taken months to build, with significant trust earned on both sides. Then, at the final hour, a valuation delta of that size surfaced. Not because the fundamentals had changed. Because the seller’s advisors had missed a deal term, and now their client wanted to be made whole for the error.

I was wearing a black dress and heels. I was the only woman in the room.

Our client, the buyer, sat on one side. The seller and his advisors sat on the other. A few more people joined on the large screen at the end of the boardroom. And I sat in the middle, which is, in retrospect, exactly where I was going to have to be for the weeks that followed.

The meeting began the way these things do: with logic. Numbers on a page, positions stated, a shared attempt to find the rational path through a gap that was, in my read, entirely closeable. The substance was real but so was the solution, if everyone could stay in the room long enough to find it.

They couldn’t.

What I watched happen is something I have seen on other deals too. The conversation moved, at some point I could feel before I could name it, from logic to something else entirely. Ego entered. And once ego entered, nobody could actually hear what the other side was saying anymore. The words kept coming but the listening had stopped. What had been a negotiation became a performance, and performances, by definition, require an audience rather than a resolution.

The room erupted. There was pointing and yelling. The tension was visible on every face. One side walked out and the meeting abruptly halted.

I stayed calm. That was not incidental. It was, in that moment, the only move available to me that had any chance of working.

There is a particular kind of invisible labour that happens in rooms like that one, and it rarely gets named for what it is. While the meeting was unravelling, I was doing something that M&A culture does not have great language for: holding the emotional centre of a transaction that was trying very hard to die. I was making sure our client felt heard. I was making sure the seller felt heard. I was being deliberate about the energy I was bringing into the room, something warmer and more steady than what the room was generating on its own, while never losing the confidence that comes from knowing the deal and knowing it well.

That is not soft work. It is some of the most technically demanding work M&A advisors do. It requires you to manage your own mental state while accurately reading everyone else’s. To stay pragmatic when the room has gone personal. To hold a vision of the closed deal in your mind while the people around you are doing their level best to blow it up.

I was the only woman in the room. I am not sure that was a coincidence.

Here is what I have come to believe, after more than a decade at these tables: the biggest threat to a successful transaction is almost never the deal itself. It is the psychology of the people in the room. Nothing derails a transaction faster than the moment it starts to feel like a competition.

This happens in a particular way, and if you have spent real time in M&A you will recognize it. It usually begins with a reasonable disagreement: a gap in valuation, a disputed term, a condition that one side sees as standard and the other sees as onerous. The substance is real. But at some point something shifts. The conversation stops being about finding the right answer and starts being about not losing. Positions harden. Concession becomes capitulation. The goal, imperceptibly, changes from closing to winning.

And when that shift happens, especially when the room skews toward a certain competitive register, the transaction is in serious danger. Not because the gap is too large, but because closing the gap has become an act of surrender.

This happens more easily than one might expect. Founders are, by their nature, competitive and decisive. Research from the Founder Institute, drawing on data from over 175,000 startup founders, identified competitiveness as one of the defining traits of entrepreneurial personality. Notably, the same research found that when competitiveness runs too high, it becomes a liability rather than an asset. Investment bankers and M&A advisors are not far behind. A deal can go off the rails very quickly when the people in the room forget to check their ego at the door.

I want to be careful here, because this is not a critique of competitive instincts or hard negotiation. Directness matters in M&A. Conviction matters. The ability to hold your position under pressure is genuinely valuable. I do not romanticize softness for its own sake.

But there is a difference between holding your position and performing your position. That distinction is everything.

When a negotiation becomes a performance, when the point is no longer to arrive at a number that works for both sides but to be seen as the person who did not blink, the deal stops being the priority. The deal becomes the collateral. What is actually at stake, in those moments, is something much smaller: ego. Pride. The story someone will tell about this transaction at a dinner party three months from now.

I have watched significant value get destroyed on that altar, more than once.

There is even an academic name for it. Economist Richard Roll formalized the concept in 1986 as the hubris hypothesis: the idea that acquirers systematically overestimate their ability to create value and therefore overpay. In competitive deal situations, his research found that the winner of an auction is typically the party that most overestimates the value of the asset. Winning the bid and winning the deal are not the same thing.

The $12 million delta in our meeting was, ultimately, a problem we could solve. The number was not the issue. What we were actually managing, once I began the slow work of rebuilding the conversation after that room cleared, was damage that had nothing to do with price. Someone had felt disrespected. Someone else had felt they were dealing with a party who was not living up to the terms they had agreed to. There were things said that neither side would easily forget.

That is the real cost of winning.

Not the value left on the table, though that is real and it should be counted. The deeper cost is relational. The erosion of goodwill that a transaction requires to close. The way one bad meeting can undo months of careful deal-making, because someone in the room decided that being right was more important than being done.

The most dangerous person in any deal room is not the one who drives a hard bargain. It is the one who cannot tell the difference between a negotiation and a test of character. Who experiences every concession as a failure. Who has, somewhere along the way, confused the discipline of deal-making with the theatre of dominance.

What I have learned, and what I try to bring into every transaction I advise on, is that closing is the sophistication. Not the terms. Not the headline number. Not who moved last or who moved least.

The best dealmakers I have ever worked with share a particular quality. They are almost indifferent to the performance of strength. They are secure enough in their position, in their read of the deal, in their own judgment, that they do not need the room to see them win. They just need to believe in the deal and trust that it can close.

That indifference is not passivity. It is precision. It is the ability to distinguish between what actually matters, getting a transaction across the line in a way that works for everyone, and what does not matter at all: being the last person to move.

Sitting at the centre of that table in my black dress, watching twelve people struggle to hear each other over the noise of their own positions, I was not performing anything. I was just trying to close the deal. And in that room, on that day, that made me the most dangerous person there.

The deal closed. Quietly, eventually, with all parties back at the table in a very different register than the one we had left behind. The $12 million gap found its resolution. The relationship was largely repaired. Our client acquired a great strategic addition to their portfolio. The seller felt he received a fair outcome for his company. It worked out.

But it did not have to be that hard.

If I could change one thing about the culture of mid-market M&A, not the mechanics, not the process, not the fee structures or the timelines, it would be this: I would like for more people in these rooms to understand that winning the negotiation and closing the transaction are not the same thing. That the most sophisticated move available, almost always, is to put the deal first. To come to the table curious, compassionate, and checked in rather than checked out by ego.

The goal was never to win. The goal was always to close.