Roger Fisher and William Ury’s Getting to Yes: Negotiating Agreement Without Giving In, written with Bruce Patton, presents negotiation as a method that can be taught rather than a contest of nerve. First published in 1981 by two members of the Harvard Negotiation Project, revised with Patton as co-author in 1991 and again for its thirtieth anniversary in 2011, it argues that haggling over positions produces poor agreements slowly and damages the relationship, and that negotiators do better by separating the people from the problem, focusing on interests rather than positions, inventing options for mutual gain and insisting on objective criteria, with a clear view of the best alternative to a negotiated agreement. Internal auditors negotiate more than they admit. Every closing meeting, every discussion of a draft rating and every exchange over an action plan’s dates is a negotiation, and the auditor’s difficulty is that some of what is on the table is negotiable and some is not: the Global Internal Audit Standards forbid an auditor to conceal or omit findings, but leave a great deal of room on how the fix is designed and when it happens. This guide summarises the book without reproducing it, sets out its method and its answers to power, refusal and dirty tricks, draws the line between what an auditor can and cannot trade, and ends with a worked example of a UK food manufacturer’s four-person audit function agreeing a difficult finding with management in the year after the board’s first Provision 29 declaration.
In this guide
- The book in one page
- Who the authors are, and how the book came about
- The structure: five parts, eight chapters and ten questions
- The method: people, interests, options and criteria
- Power, refusal and dirty tricks: BATNA, jujitsu and the hard bargainer
- The line an auditor cannot cross: what is negotiable in a finding
- The nine ideas worth keeping
- The vocabulary: fourteen terms defined for practitioners
- What it means for internal audit: from closing meeting to closure
- The criticisms, and what the book leaves out
- Editions, reading time and how to read it
- A one-hour discussion guide for an audit team
- Worked example: Pennine Foods agrees a finding on promotional funding
- Frequently asked questions
- Related guides
The book in one page
| Question | The answer, in our words |
|---|---|
| What is the book about? | How two or more parties can reach agreement on the merits of a problem rather than by a test of will, in any setting: commercial deals, legal disputes, diplomacy, workplaces and families. The authors call their alternative to haggling principled negotiation. |
| What is wrong with bargaining over positions? | Each side stakes out a position and the two meet somewhere in between, as in haggling over a price. The authors argue that this tends to ignore the interests that matter, takes longer than it should and strains the relationship. |
| How should a method be judged? | By three tests: it should produce a wise agreement (one that meets the parties’ interests and is fair and lasting), it should be efficient, and it should improve the relationship between the parties rather than harm it. |
| What is the method? | Four elements. Separate the people from the problem; focus on interests, not positions; invent options for mutual gain before deciding; and insist that the result be based on some objective criterion. |
| What if the other side is stronger? | Know your BATNA, the best alternative to a negotiated agreement, and improve it; do not commit to a rigid bottom line. The better your alternative, the stronger your hand. |
| What if they will not play, or play dirty? | Use negotiation jujitsu: do not counter-attack, look behind their position, invite criticism, and recast attacks as attacks on the problem. Name dirty tricks openly and negotiate the rules of the game. |
| Where does it come from? | The Harvard Negotiation Project, which Fisher co-founded in 1979 with Ury and Patton, and Fisher’s long involvement in international conflict. |
| Why read it as an auditor? | Because agreeing findings and action plans is negotiation, because the book separates the parts of a discussion that can move (the remedy, the timing, the wording) from the parts that should be settled by criteria (the facts and the rating), and because its account of interests explains why management resists findings that are plainly true. |
| Reading time | Our estimate is four to six hours; it is a short book written for general readers. |
Who the authors are, and how the book came about
Roger Fisher was a Harvard Law School professor for more than four decades. He served in the US Army Air Force in the Second World War as a weather reconnaissance observer, worked on the Marshall Plan in Paris under Averell Harriman after graduating from Harvard Law School in 1948, practised at Covington & Burling, and served as an assistant to the US Solicitor General before joining the Harvard faculty in 1958. He became Samuel Williston Professor of Law in 1976 and emeritus in 1992. His book International Conflict for Beginners (1969) criticised American policy in Vietnam, and through the nonprofit Conflict Management Group, which he co-founded, and the consulting firms Conflict Management Inc. and Vantage Partners he advised diplomats, executives, labour leaders and military officials. In Harvard’s obituary Patton credited him with contributions to the resolution of conflicts from the Middle East and the Iran hostage crisis to Central America and the end of apartheid. He died in Hanover, New Hampshire, on 25 August 2012, aged 90.
In 1979 Fisher co-founded the Harvard Negotiation Project with William Ury and Bruce Patton, and served as its director. Ury, who studied at Yale and took his doctorate at Harvard, is a co-founder of the Program on Negotiation at Harvard Law School and a senior fellow of the Harvard Negotiation Project; his later books include Getting Past No, The Third Side, The Power of a Positive No (2007) and Getting to Yes with Yourself (2015). Patton, a graduate of Harvard College and Harvard Law School, is a co-founder and distinguished fellow of the Harvard Negotiation Project, taught negotiation at Harvard Law School for fifteen years as the Thaddeus R. Beal Lecturer on Law, co-founded Conflict Management Inc. and Conflict Management Group in 1984 and Vantage Partners in 1997, and is a co-author of Difficult Conversations: How to Discuss What Matters Most (1999). The first edition of Getting to Yes, published by Houghton Mifflin in Boston in 1981, was by Fisher and Ury with Patton credited as editor; from the second edition of 1991 the revised editions are credited to all three.
The book appeared two years after the Harvard Negotiation Project was founded, written by two of its founders; we did not find an account by the authors of how the manuscript was written, so we say no more than that. Its influence on teaching is easier to document. Harvard’s 2012 obituary of Fisher observed that before the book appeared there were almost no regular courses in negotiation at academic institutions, and that there are now hundreds, if not thousands. The Program on Negotiation’s biography of Ury puts sales at about 15 million copies in more than 35 languages.
The structure: five parts, eight chapters and ten questions
The third edition is short and tightly organised. A first part states the problem, a second sets out the method in four chapters, and a third, headed Yes, But…, answers the commonest objections; two short parts follow, a conclusion (Part IV) and answers to ten questions readers have asked about the book (Part V). The table gives the part and chapter titles as they appear in the edition’s catalogued contents, what each covers, and our view of why it matters to an auditor.
| Part and chapter, as listed | What it covers | Why it matters to an auditor (our view) |
|---|---|---|
| I. The Problem. 1. Don’t Bargain Over Positions | Why staking out and defending positions produces poor agreements, wastes time and damages relationships | Describes most arguments about ratings: two positions, defended, with the facts as collateral damage |
| II. The Method. 2. Separate the People from the Problem | Perception, emotion and communication; treating the other side as a partner in the problem | The finding is about a control; the person across the table is the control owner, not the defendant |
| 3. Focus on Interests, Not Positions | The needs and concerns behind a stated position, and how to find and discuss them | Why a manager fights a rating: reputation, workload, a bonus measure, a regulator, a board paper |
| 4. Invent Options for Mutual Gain | Separating the inventing of options from deciding among them; dovetailing differing interests | Action plans: more than one remedy is possible, and the best one serves both the risk and the owner |
| 5. Insist on Using Objective Criteria | Fair standards and fair procedures as the basis of agreement, instead of will | Ratings settled by the function’s scale and evidence, not by who argues longer |
| III. Yes, But… 6. What If They Are More Powerful? (Develop Your BATNA — Best Alternative to a Negotiated Agreement) | Protecting yourself without a rigid bottom line; making the most of your alternatives | The auditor’s alternative is to report without agreement and escalate; knowing it removes the fear of deadlock |
| 7. What If They Won’t Play? (Use Negotiation Jujitsu) | Responding to positional tactics without counter-attacking; the one-text procedure | The closing meeting where the senior manager attacks the auditor rather than the finding |
| 8. What If They Use Dirty Tricks? (Taming the Hard Bargainer) | Recognising deception, psychological pressure and positional pressure, and negotiating the rules | Claimed authority, deadline pressure and the threat to go over the auditor’s head |
| Part IV, a short conclusion; Part V, Ten Questions People Ask About Getting to Yes | A brief close, and answers to questions readers have raised about the method | Worth reading once the method is familiar, with the team’s own objections in mind |
The method: people, interests, options and criteria
The book begins with a diagnosis. In positional bargaining each side takes a position, argues for it and makes concessions to reach a compromise, as in haggling over a price. The authors argue that this tends to produce less wise agreements, because attention goes to the positions rather than to the interests behind them; that it is inefficient; and that it strains the relationship, because it sets each side against the other and puts the relationship at odds with the substance. Their alternative, principled negotiation or negotiation on the merits, has four elements, each the subject of a chapter. The table summarises them with an example the book uses and the audit equivalent.
| Element | What the book says, in our words | An example the book uses | In an audit negotiation |
|---|---|---|---|
| Separate the people from the problem | Every negotiator has two interests, the substance and the relationship. Deal with people problems directly, through perception (see the situation as they see it), emotion (acknowledge feelings, let people vent, do not react in kind) and communication (listen actively, speak about yourself rather than about them), and treat the other side as a partner facing a shared problem | A labour-management committee’s rule that people could get angry, but only one at a time; Anwar Sadat’s 1977 visit to Israel, which the authors read as changing how Israelis saw him as a partner | Describe the control failure, not the person; acknowledge that the finding lands on someone’s work; listen to the account of why it happened before arguing about what it means |
| Focus on interests, not positions | Positions are what people say they want; interests are why they want it. Behind opposed positions there are often shared and compatible interests, which you find by asking why, and why not | Two men in a library argue over whether a window should be open; the librarian opens a window in the next room. At Camp David in 1978 Israel’s interest in security and Egypt’s in sovereignty were reconciled by returning the Sinai to Egypt as a demilitarised zone | The manager’s position is a lower rating; the interests may be the team’s reputation, a board paper, a bonus measure or a fear of an unfundable remedy, each of which can be met without changing the facts |
| Invent options for mutual gain | Four obstacles block creativity: premature judgment, searching for the single answer, assuming a fixed pie, and thinking that solving their problem is their problem. Separate inventing from deciding, broaden the options, look for gains for both, and make it easy for the other side to say yes | A mayor who wants an oil company to pay more tax and a company that wants to expand both gain from new investment in the city, which opens options such as tax arrangements that serve both | Generate several remedies before choosing one: a system control, an interim compensating control, a change of owner, a phased plan |
| Insist on using objective criteria | When interests conflict outright, settle on the basis of standards independent of either side’s will, such as precedent, professional standards or scientific findings, or by a fair procedure. Frame each issue as a joint search for criteria, reason and be open to reason, and give way to principle but not to pressure | At the Law of the Sea Conference a model developed at MIT helped India and the United States agree terms for deep-seabed mining; for dividing a cake, one cuts and the other chooses | The rating follows the function’s approved severity scale; the condition follows the evidence; the deadline follows the risk and the organisation’s own policy on remediation |
Two points in the method matter more to auditors than its summary suggests. The first is the insistence that every negotiator has two interests, in the substance and in the relationship, and that the two should be handled separately rather than traded against each other. Auditors commonly make the mistake in both directions: they soften a finding to preserve the relationship, which trades substance for goodwill, or they treat a manager’s anger as evidence of bad faith, which lets the relationship contaminate the substance. The second is the authors’ account of the people problem itself. Perceptions differ, they argue, so a negotiator should put themselves in the other side’s shoes, should not deduce the other side’s intentions from their own fears, and should give the other side a stake in the outcome by involving them in it; the current text also names five core concerns that strong emotions in a negotiation usually threaten: autonomy, appreciation, affiliation, role and status. An auditor who involves the control owner in testing the root cause, rather than presenting it at the closing meeting, is applying the book. The guide to the psychology of auditees and the guide to difficult conversations in audit describe the same dynamics from the audit side.
The chapter on interests also explains a familiar puzzle, the manager who fights a finding that is plainly true. The authors list the questions to ask: why the other side takes the position it does, and why it has not agreed to what you propose, which means considering the choice as it looks to them, with its effect on their standing, their constituents and their future decisions. The most powerful interests, they argue, are basic human needs such as security, belonging, recognition and control over one’s own life. Among the book’s cases are Mexico’s sale of natural gas to the United States, where the authors read Mexico’s interest as being treated as an equal and paid fairly rather than only selling gas, and the Iranian hostage crisis, where they analyse the hostage-takers’ interests in prolonging it. In audit terms, a division head who resists a high rating may be defending a reputation built over years, or worrying about how the board will read the next risk report; meeting those interests, for example by acknowledging the remediation already under way in the report, can make the facts acceptable without altering them.
Power, refusal and dirty tricks: BATNA, jujitsu and the hard bargainer
The third part answers the objection that principle is a luxury of the strong. When the other side is more powerful, the authors argue, the usual protection, a bottom line fixed in advance, is a trap: it is rigid, often arbitrary, narrows attention to a single number and discourages the invention of options. The better protection is to know the best alternative to a negotiated agreement, the BATNA, which is the standard against which any proposed agreement should be measured. A negotiator develops it by listing the actions they could take if no agreement is reached, developing the most promising into practical plans, and choosing the best; the authors suggest a trip wire, an agreement somewhat better than the BATNA, as a signal to pause before accepting anything worse. Power in a negotiation, in their account, comes largely from the attractiveness of one’s alternative, which is why a souvenir seller can hold out against a wealthy tourist and why a city facing a company that has built its factory just outside the city limits can negotiate from the option of extending them. A negotiator should also estimate the other side’s BATNA, and may mention their own as a fact, not as a threat.
When the other side will not negotiate on the merits, the book offers three responses. The first is to keep using the method, which the authors find is often contagious. The second is negotiation jujitsu: rather than pushing back against a position, look behind it for the interests it serves and treat it as one option among several; rather than defending your own ideas, invite criticism and advice; recast a personal attack as an attack on the problem; and use questions and silence instead of statements. The third is the one-text procedure, in which a third party, having heard each side’s interests, drafts a single text, circulates it for criticism and redrafts it until it can no longer be improved, so that the parties face one document rather than a series of concessions; the book’s example is the American mediation at Camp David in 1978. The chapter’s extended example is a tenant, Frank Turnbull, who discovers that his landlady has been overcharging him on a rent-controlled apartment and negotiates repayment from her by building agreed facts, keeping the discussion on fairness and ending by thanking her.
The chapter on dirty tricks is, for auditors, the most immediately recognisable. The authors’ advice is to recognise the tactic, raise it openly and negotiate the rules, which amounts to principled negotiation about the conduct of the negotiation itself. The table groups the tactics as the book does and gives the audit equivalents.
| Category in the book | Tactics described | The book’s response, in our words | The audit version, and the reply |
|---|---|---|---|
| Deliberate deception | Phoney facts, ambiguous authority, dubious intentions | Separate the people from the problem but verify the claims; ask who has authority to agree; put commitments in writing; do not call anyone a liar | The executive who says the chief executive has already agreed the rating should be lower; ask to confirm it with the chief executive, and note that ratings follow the scale |
| Psychological warfare | Stressful settings, personal attacks, the good-guy and bad-guy routine, threats | Name uncomfortable conditions and propose fairer ones; name personal attacks openly; ignore threats or negotiate rules about them | The closing meeting moved to a room full of the auditee’s team, or the senior manager who disparages the auditor’s experience; propose a smaller meeting and return to the evidence |
| Positional pressure | Refusal to negotiate until concessions are made, extreme demands, escalating demands, irrevocable commitments, take it or leave it | Treat each move as a proposal rather than a final position, evaluate it on its merits, and call out the tactic | Agreeing the rating and then asking for the financial impact to be removed; reports held for weeks awaiting management’s response; the threat to take the matter straight to the audit committee |
The audit version of the threat to go over the auditor’s head deserves a word. In BATNA terms, in our reading, a threat is only as strong as the alternative behind it, and an auditor who has thought through both sides’ alternatives can usually see that the threat helps neither. A manager who takes a disputed rating to the audit committee chair meets the function’s own severity scale, approved by the committee, and the evidence; an auditor who escalates a disagreement about dates before exhausting the options for agreement spends credibility that will be needed for a more serious matter. The escalation ladder guide sets out when escalation is warranted and how to do it.
The line an auditor cannot cross: what is negotiable in a finding
The book’s subtitle promises agreement without giving in, and for an auditor the phrase has a precise meaning. Some elements of a finding are matters of fact or of professional judgment against criteria, and the Standards do not allow them to be traded. Standard 1.1 requires internal auditors to be truthful and accurate, prohibits false or misleading statements, and forbids concealing or omitting findings or other pertinent information from communications; it also requires the chief audit executive to maintain a working environment in which auditors feel supported in expressing legitimate, evidence-based results, whether favourable or unfavourable. Standard 2.1 requires an impartial and unbiased mindset. Other elements, above all the remedy and its timing, are matters on which management’s knowledge exceeds the auditor’s, and agreement is the point. The book’s distinction between positions, interests, options and criteria maps onto that line with unusual precision.
| Element of a finding | Negotiable? | What settles it | What the book contributes |
|---|---|---|---|
| The condition (what the testing found) | No, though its wording can be improved | The evidence in the workpapers; a factual error is corrected, a disagreement with the facts is answered with the evidence | Insist on objective criteria; invite the other side to test the facts, and correct genuine errors gladly |
| The criteria (the requirement the condition is measured against) | Only if the wrong criterion was used | The policy, regulation, contract or framework that applies | Fair standards independent of either side’s will |
| The rating | No, by bargaining; yes, by better evidence about impact or likelihood | The function’s severity rating scale, applied as written | Objective criteria; principle, not pressure; a fair procedure (the scale) agreed in advance |
| The cause | Partly; management often knows the cause better than the auditor | Joint root-cause analysis tested against the evidence | Separate the people from the problem; focus on interests |
| The effect and its wording | Wording yes; substance no | Accuracy and the Standard 11.2 qualities: objective, clear, constructive | Make it easy to say yes: language that describes the control, not the person |
| The action plan (what will be done) | Yes; this is where agreement matters most | Whether the plan addresses the cause and reduces the risk to an acceptable level | Invent options for mutual gain; dovetail interests; separate inventing from deciding |
| The owner and the dates | Yes, within the risk and the organisation’s own policy | The severity of the risk and the time a realistic fix takes | BATNA thinking on both sides; fair procedure such as interim controls |
| Management’s response in the report | It is management’s to write | Standard 14.4’s disagreement methodology where management disagrees | The one-text procedure: one draft, iterated, instead of rival documents |
Three requirements in the Standards complete the picture. Standard 14.4 requires that, where internal auditors and management disagree about the recommendations or action plans, the auditors follow an established methodology that allows both parties to express their positions and rationale, which in the book’s terms is a fair procedure agreed in advance. Standard 15.1 requires the final engagement communication to specify the individuals responsible for addressing the findings and requires the chief audit executive to review and approve it before issue. And Standard 11.5 provides the auditor’s ultimate BATNA in matters of substance: where the chief audit executive concludes that management has accepted a level of risk that exceeds the organisation’s risk appetite or tolerance, the matter must be discussed with senior management and, if it is not resolved, escalated to the board, though resolving the risk is not the chief audit executive’s responsibility. The guide to evaluating management responses, the guide to risk acceptance and the guide to negotiating findings without watering them down turn these requirements into scripts and procedures.
The nine ideas worth keeping
- Positions are not interests. Ask why the other side wants what it says it wants; the answer usually leaves more room than the position does.
- Two interests in every negotiation. Substance and relationship are handled separately, not traded: never soften a finding to buy goodwill, never let anger change the facts.
- Attack the problem, not the person. Describe the control and its failure; the person across the table owns the fix, not the blame.
- Invent before you decide. Generate several remedies before choosing one; the first action plan proposed is rarely the best.
- Criteria, not will. Ratings follow the scale, conditions follow the evidence, and both sides can test them.
- Give way to principle, not to pressure. A better argument about impact can change a rating; a louder one should not.
- Know your BATNA, and theirs. The auditor’s alternative is to report without agreement and escalate; management’s is to argue the point at the committee or accept the risk formally. Neither is usually better than agreement.
- Name the trick. Claimed authority, deadline pressure and escalating demands lose their force once they are described aloud.
- One text, not two. Iterate a single draft of the finding and action plan with management rather than exchanging rival versions.
The vocabulary: fourteen terms defined for practitioners
| Term | What the authors mean | What it looks like in an audit |
|---|---|---|
| Positional bargaining | Taking a position, defending it and conceding slowly to a compromise | Arguing a rating down one notch at a time |
| Principled negotiation | Deciding issues on their merits, through the four elements of the method | Agreeing findings and plans on evidence and criteria |
| Wise agreement | One that meets the parties’ interests and is fair and lasting | An action plan that addresses the cause and is actually delivered |
| Separating the people from the problem | Dealing with perception, emotion and communication apart from the substance | Describing the control, not the control owner |
| Interests | The needs and concerns behind a position: why a party wants what it says it wants | Reputation, workload, budget, a board paper, a bonus measure |
| Positions | What a party says it wants | Lower the rating; move the date; drop the finding |
| Options for mutual gain | Solutions that serve both sides’ interests, invented before deciding | Alternative remedies and interim controls |
| Dovetailing | Combining differing interests so each side gains what it values most | A remedy management wants anyway that also fixes the control |
| Objective criteria | Standards independent of either side’s will | The severity scale, the policy, the evidence |
| Fair procedure | A process both sides accept when standards conflict, such as one cuts and the other chooses | The function’s disagreement procedure under Standard 14.4 |
| BATNA | Best alternative to a negotiated agreement, the measure for any proposal | Reporting without agreement and escalating; management’s formal risk acceptance |
| Trip wire | A deal somewhat better than the BATNA, a signal to stop and think before accepting less | The point at which the auditor stops conceding on dates and consults the chief audit executive |
| Negotiation jujitsu | Deflecting attacks by looking behind positions and recasting attacks as attacks on the problem | Answering an attack on the auditor with a question about the control |
| One-text procedure | A single draft revised by a third party until it cannot be improved | One shared draft of the finding and plan, iterated with management |
What it means for internal audit: from closing meeting to closure
An engagement contains a sequence of negotiations, each with a different balance between what is fixed and what can move: the scope and timing at the start, the access to people and data during fieldwork, the facts at the exit meeting, the rating and wording of the draft report, the action plan and dates, and later the evidence for closure. The book’s method applies to all of them, with the one adjustment this guide has stressed: the auditor brings criteria that are not the auditor’s to trade. The map takes each stage in turn. The guide to the life of a finding follows the same sequence from observation to closure, and the closing meeting playbook covers the meeting where most of the negotiating happens.
| Audit activity | What the book implies | Procedure it changes |
|---|---|---|
| Agreeing scope and timing | Positions on dates conceal interests such as a system migration or a peak season | Ask why a date is impossible before arguing; offer options such as phased fieldwork; see the guide to disagreements about scope and timing |
| Validating facts with management | Facts are settled by evidence; invite the other side to test them | Share draft conditions before the closing meeting with the supporting evidence and correct genuine errors in writing |
| The closing meeting | Separate the people from the problem; listen first; acknowledge emotion | Open by stating the purpose and the criteria; let the control owner give their account of the cause before discussing the rating |
| Rating discussions | Objective criteria; give way to principle, not to pressure | Rate against the approved severity rating scale and record which criterion drove the rating, so that only better evidence can move it |
| Developing action plans | Invent options before deciding; dovetail interests; make it easy to say yes | Hold a short options session with the owner; test each option against the root cause; see the guide to management action plans and the guide to writing recommendations |
| Disagreements that will not resolve | Know both BATNAs; use a fair procedure | Follow the documented Standard 14.4 methodology: record both positions and reasons in the report and take the matter to the next level in the agreed way |
| Risk acceptance | A BATNA for management, with consequences | Where accepted risk exceeds appetite, apply Standard 11.5: discuss with senior management, then escalate to the board if unresolved |
| Follow-up and closure | Agreements must be durable to be wise | Agree in advance what evidence will show the action is complete; the guide to evidence for issue closure sets the standard |
The book also helps with the auditee who has read it. Managers trained in negotiation will sometimes treat a finding as an opening position, propose to split the difference on a rating, or ask for concessions on wording in exchange for agreeing dates. The principled reply is the book’s own: the rating is not a position but the application of a criterion, and the function will happily reconsider it if the manager can show that the criterion was misapplied. The auditee’s guide to disputing a finding gives management the same advice from the other side, which is worth knowing when preparing for the conversation. And the Influence summary explains the psychological levers, such as reciprocity and commitment, that make concession-trading feel natural to both parties.
The criticisms, and what the book leaves out
The book has had serious critics since its first edition. One of the earliest came from James J. White of the University of Michigan Law School, whose 1984 review in the Journal of Legal Education, “The Pros and Cons of Getting to YES”, praised the book’s criticism of traditional negotiating behaviour and its techniques as clever and likely to make negotiations more effective, but argued that the authors appeared to deny the existence of a significant part of the negotiation process and to oversimplify or explain away many of its most troublesome problems; he summed the book up as naive and occasionally self-righteous, but often helpful. In 2006 Carrie Menkel-Meadow’s essay in Negotiation Journal, “Why Hasn’t the World Gotten to Yes? An Appreciation and Some Reflections”, asked in its title the question the book’s success invites. In our reading the general objections that matter are that the book says less about dividing value that cannot be enlarged than about enlarging it, that objective criteria are often contested or absent, and that its method assumes negotiators who will respond to reason.
For an auditor the more important limits are particular to audit, and we state them as our reading. The first is that the auditor is not a free party. The book assumes negotiators who can walk away and who are trying to serve their own interests; the auditor serves the board and the organisation, is bound by standards, and cannot walk away from a finding the evidence supports. Principled negotiation fits the action plan far better than it fits the finding. The second is that mutual gain has limits. A function that looks too hard for options that serve management’s interests can end up designing remedies around management’s convenience, and the line between dovetailing interests and diluting a finding needs watching. The third is the asymmetry of information. The book treats the facts as something both sides can examine, but in an audit the auditee usually knows the process far better than the auditor, which makes it easier for management to dispute a condition and harder for the auditor to test the dispute; the answer is evidence, which is outside the book’s subject. The audit evidence guide and the guide to independence and objectivity cover what the book leaves out.
A last limit concerns relationships over time. The book’s examples are mostly single negotiations, while an audit function negotiates with the same managers year after year, so that each concession sets a precedent and each refusal is remembered. That cuts both ways. It strengthens the case for principle, since a reputation for rating by criteria rather than by pressure is worth more to the function than any single concession, and it raises the cost of every escalation. The Trusted Advisors summary and the trusted advisor guide describe the relationship side of the same problem.
Editions, reading time and how to read it
| What | Details | Best for |
|---|---|---|
| First edition | Houghton Mifflin, Boston, 1981; by Roger Fisher and William Ury, with Bruce Patton credited as editor | Historical interest |
| Second edition | 1991, by Fisher, Ury and Patton; published by Houghton Mifflin and by Penguin | Still widely held by libraries |
| Third edition (US) | Penguin, New York, 2011, revised; ISBN 9780143118756; described by the publisher as a revised edition for the book’s thirtieth anniversary, with new material from the authors | The current text |
| Third edition (UK) | Random House Business, London, 2012, subtitled Negotiating an Agreement Without Giving In; ISBN 9781847940933 | UK readers |
| Later editions | We found none after the 2011 third edition | |
| Reading plan | Chapters 1 to 5 in one sitting; chapter 6 on BATNA slowly; chapters 7 and 8 with a recent difficult closing meeting in mind | An audit manager with an evening |
| Companion reading | Ury’s Getting Past No for difficult counterparts; Difficult Conversations, co-written by Patton, for the emotional side; the Influence summary for the psychology of persuasion | The skills around the method |
A one-hour discussion guide for an audit team
- Ten minutes: positions and interests. Take the most contested finding of the last year. Write down management’s position and then list the interests that might have been behind it. Ask which of them the report could have met without changing the facts.
- Fifteen minutes: the line. Using the table in this guide, classify every point that was argued over in that engagement as negotiable or not. Note any point where the function gave ground on something it should not have, or held firm on something it could have conceded.
- Ten minutes: BATNAs. State the function’s best alternative to agreement on that finding, and management’s. Decide whether either side’s alternative was better than the agreement reached.
- Fifteen minutes: options. For one open finding, spend ten minutes inventing remedies without evaluating any, then five minutes testing them against the root cause and the owner’s interests.
- Ten minutes: the rules. Read the function’s documented procedure for disagreements under Standard 14.4. If it does not exist or nobody has read it, agree who will draft it and bring it to the next meeting.
Worked example: Pennine Foods agrees a finding on promotional funding
Pennine Foods plc is a fictional UK-listed food manufacturer with £900 million of revenue, five UK sites, a December year-end and an internal audit function of four: the chief audit executive and three auditors. Its board made its first declaration under Provision 29 of the UK Corporate Governance Code in the 2026 annual report, published in the spring of 2027, and among the material controls the board had identified was the monthly review of the accrual for promotional funding owed to retailers. In the 2027 plan the function audited the promotional funding process, and its testing of the first half of the year found two problems. Of 40 promotional deals tested, 14 had run without a deal sheet approved within the commercial authority limits, and the monthly reconciliation of the accrual to retailers’ claims had not been performed in four of the six months. Reperformance at 30 June 2027 showed the accrual, then £21 million, understated by £1.2 million, which the finance team booked before the half-year results. The Provision 29 guide sets out the board’s obligations.
Under the function’s severity scale, approved by the audit committee, a material control that is not operating, or an error above £1 million, is rated high, so the draft rating was high. The commercial director’s position was that the finding should be rated moderate, presented as a documentation matter, and should not mention the material control. The finance director accepted the rating but wanted the remediation date moved to March 2028. The chief audit executive prepared for the closing meeting by working through the book’s questions with the auditor in charge.
| The book’s question | What the function worked out | What happened in the negotiation |
|---|---|---|
| What are the positions? | Commercial: moderate rating, no reference to the material control. Finance: high rating accepted, remediation by March 2028. Internal audit: high rating, remediation and retesting before 31 December 2027 | Stated openly at the start, with the criteria for each element of the finding |
| What are the interests behind them? | Commercial: the team’s standing with the board, and fear of an approval step that would slow deals with retailers. Finance: a declaration for 2027 that the board could make with confidence, and a stretched team. Internal audit: an accurate report, a control the board could rely on by the year-end, and a working relationship for the next audit | The commercial director confirmed that the real concern was the approval delay, not the rating as such |
| What options serve both? | A deal-sheet workflow with approval built in, which the commercial team had wanted for speed; an interim weekly report of unapproved deals reviewed by the finance director; the reconciliation reassigned to a named role with a deadline of the fifth working day; a retest in November | All four adopted; the workflow met the commercial team’s interest in speed and fixed the cause at the same time |
| Which criteria settle what? | The rating by the approved scale (a material control not operating; an error above £1 million); the condition by the sample results; the date by the board’s need to know the position before 31 December | The rating stayed high. The cause was reworded, after discussion, from a disregard of policy to an approval process with no system enforcement and a vacancy in the finance team, which the evidence supported |
| What are the BATNAs? | Internal audit: issue the report with the high rating and the commercial director’s dissent recorded under the function’s Standard 14.4 procedure, and report it to the audit committee. Management: argue the rating at the committee against the committee’s own scale, or accept the risk formally, which would have to go to senior management and then the board under Standard 11.5 | Both sides could see that neither alternative was better than agreement; nobody needed to say so aloud |
| What tricks appeared, and how were they handled? | The commercial director said the chief executive had already agreed that the matter was minor; after the rating was agreed he asked for the £1.2 million to be removed from the report | The chief audit executive offered to confirm the chief executive’s view directly, and the point was dropped; the figure stayed, as a fact already booked, with management’s response noting the correction |
The agreed plan went into the report under the names of the roles responsible, with the dates: the interim weekly review from August, the reassignment of the reconciliation from September, the workflow live by 31 October, and the function’s retest in November. The commercial director wrote management’s response himself, and it described the workflow as an improvement the team had wanted for some time, which was true and made the finding easier to accept. At the audit committee the discussion took ten minutes and concerned the plan rather than the rating, and the chair asked for the November retest result to be reported in December so that the board would know before the balance sheet date whether the control could be described as effective. The guide to reporting to the audit committee covers how such results are presented.
Two things in the negotiation were not negotiated at all, and the function’s reviewer checked both before issue: the 14 exceptions in 40 deals and the £1.2 million understatement appeared in the report exactly as the workpapers supported them, and the rating was the one the scale required. Everything else moved. That was the book’s method applied with the auditor’s constraint: flexibility on the remedy, the timing and the language, and none on the facts. The November retest found the reconciliation performed on time in September and October and no unapproved deals in the workflow’s first weeks of operation, and the chief audit executive’s report to the committee said so in its first sentence.
Frequently asked questions
Is it right for an auditor to negotiate findings at all?
An auditor negotiates the remedy, the timing, the owner and the wording, and should do so on the book’s principles. The facts and the rating are settled by evidence and criteria, and Standard 1.1 forbids concealing or omitting findings, so they are tested rather than bargained. The guide to negotiating findings gives scripts for holding that line.
What is a BATNA for an internal auditor?
The best alternative to agreeing a finding with management is usually to issue the report with management’s disagreement recorded, under the function’s Standard 14.4 procedure, and to report it to the audit committee; where management accepts a risk beyond appetite, Standard 11.5 requires discussion with senior management and, if unresolved, escalation to the board. Knowing that alternative makes it easier to stay calm in the room.
Which edition should I read?
The third edition, published by Penguin in the United States in 2011 and by Random House Business in the United Kingdom in 2012, is the current text; we found no later edition. Its four method chapters are the core of the book.
How does Getting to Yes relate to Difficult Conversations?
Bruce Patton, the third author of the revised editions of Getting to Yes, is a co-author of Difficult Conversations: How to Discuss What Matters Most (1999), a book about the conversations people find hardest to have. The guide to difficult conversations in audit applies similar ideas to the five hardest moments in an engagement.
Does the method work when management is more senior than the auditor?
The book addresses that situation directly: its chapter on power argues that the weaker party’s protection is a well-developed alternative and a reliance on criteria rather than force. An auditor’s authority comes from the charter, the Standards and the audit committee; the guide to internal audit’s authority sets out what that means in practice.
Where does the book sit in the reading list?
With the communication and influence titles in the internal audit reading list, beside Influence, as the book on agreeing outcomes rather than on persuading.
Related guides
- Negotiating Findings Without Watering Them Down: Scripts and Escalation Ladders — the audit application of the method
- Difficult Conversations in Audit: Scripts for the Five Hardest Moments — the people side of the negotiation
- Evaluating Management Responses: When to Accept an Action Plan and When to Push Back — testing what management proposes
- Writing Management Action Plans That Actually Close: The Auditee’s Craft — options turned into plans
- The Closing Meeting Playbook: No Surprises, No Ambushes, No Retreat — where most of the negotiating happens
- The Escalation Ladder: When and How to Go Over Someone’s Head — the auditor’s alternative to agreement
- The Best Books for Internal Auditors — where this book sits among the others
- All book summaries — the full set of summaries for auditors
- Crucial Conversations, Third Edition: Summary and Lessons for Auditors — holding the conversation when the stakes are high.
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