Dealmaking Is the Heart of Business
Today, I had a conversation with a friend who's returning to Vietnam to start a business. What we talked about touches something I believe is the foundation of all business activities: dealmaking — the art of negotiation, of structuring a relationship so that value and risk are distributed intelligently.
Dealmaking isn't just another business skill — it is the structure upon which every business interaction rests. It's the difference between an idea that stays on paper and one that grows into something real.
When I say this, I know some people may chuckle: “Wait, have you even made it yet? Are you successful enough to talk about dealmaking?”
Fair. I'm not claiming to be a mogul. But what I am doing is sharing what I’ve learned from real-world experiences, from difficult conversations, and from trying — sometimes failing — to bring ideas to life. This is me thinking out loud, and maybe, just maybe, someone reading will get value from it.
Business Comes Down to Two Things
If I had to distill everything I’ve learned so far, I’d say successful business depends on just two things:
- Knock on enough doors.
- Know how to make a deal when someone opens the door.
Think about it. You could be the best accountant in your city. You knock on doors, and people are impressed — they’re interested. But then someone asks, “So how should we work together?” If you freeze or can’t structure a win-win, the opportunity slips away.
Dealmaking is how raw skills, talent, and opportunities turn into structure, into motion. A good deal turns “interest” into “action.”
Business Is Smart Division of Labor
At its core, business is a way of organizing work and distributing responsibility so things get done more efficiently. Some people know how to organize better than others. Those people win more often.
That’s what makes dealmaking so critical. It’s the mechanism through which labor, responsibility, equity, and control get allocated — sometimes fairly, sometimes not. The better you are at this, the more likely your partnerships, ventures, and collaborations will work.
Let’s take a simple example. An investor wants to back an accountant. Who brings what to the table?
- The investor brings money.
- The accountant brings expertise and experience.
If they split 50/50, is that fair? Depends. The investor takes a financial risk. The accountant brings intellectual capital that took years to build. Should equity reflect time, skill, or capital risk?
There is no universal formula. That’s why dealmaking is so nuanced — it’s not about rules. It’s about judgement.
Equity Splits Are Just the Beginning
Most people think dealmaking is about equity. But it’s also about control, roles, and decision-making power.
For instance:
- Who makes final decisions?
- Who signs off on expenses?
- What happens when two people disagree?
These questions can break companies. Imagine a technical founder who doesn’t understand marketing, paired with a business-savvy partner who doesn’t code. Who should lead?
There’s no right answer, but there must be a clear answer. And that answer is the result of a good deal — one where each party knows their role, their authority, and their boundaries.
Dealmaking Decides Momentum
Good deals give momentum. Bad deals create resentment.
If a founder wants to convince a full-time worker to join their startup, they must offer something compelling: equity, control, flexibility, future upside — but also safety. That person is leaving a stable income. The deal must protect their downside while offering enough upside to justify the risk.
This is where real creativity comes in. Convertible notes. Vesting schedules. Deferred equity. Revenue share models. Hybrid agreements. All of these are dealmaking tools — ways to create a bridge between uncertainty and commitment.
I Learned This From Accounting
My deep dive into this mindset started with IFRS 7 — a financial reporting standard on business combinations. When one company acquires another, the report isn’t just about assets and liabilities. It’s about why the deal happened, who got what, and what the future risk profile looks like.
Business combinations are storytelling in numbers. Behind every acquisition is a deal. And behind every deal is a theory of value — what each party believes they’re getting, what they’re giving up, and what they’re risking.
Fundraising Is Also Dealmaking
A lot of people think fundraising is about persuasion or pitching. It’s not. It’s about structuring risk.
- Are you raising a loan with interest?
- A SAFE (Simple Agreement for Future Equity)?
- A convertible note?
- A gift with conditions?
Each instrument is a different way to share risk. And each one sends a different message about who holds leverage, who has skin in the game, and what happens if things go sideways.
How to Practice Dealmaking
You don’t need to start with multi-million dollar startups. Start simple.
Imagine this:
- You have capital.
- Your friend has skills.
- You both want to build something.
Now ask:
- Who invests how much?
- Who does what?
- If it fails, who absorbs the loss?
- If it works, how do you share the profit?
If you can’t answer these clearly — and comfortably — you’re not ready to make the deal.
Ask Better Questions
Instead of trying to memorize frameworks, ask questions:
- “If my friend is doing all the work, and I’m putting in money, how much equity is fair?”
- “If we both work full-time, but I cover all initial costs, what should the revenue split be?”
This is where AI tools like ChatGPT are powerful. Use them to simulate scenarios. Let the questions teach you how to think.
Understand Risk Balance
Every deal includes risk. Dealmaking is the art of allocating that risk fairly.
If you put in money with no guarantees — you carry risk. If your partner puts in sweat equity with no contract — they carry risk.
A good deal spreads that risk. Not necessarily equally, but fairly.
Why Win-Win Is Harder Than It Sounds
Everyone wants a win-win. But to get there, you must first understand what win-lose and lose-win look like.
Imagine you run a business and bring in a friend to help for free — no pay, no support, not even recognition. That’s win-lose. Unsustainable.
Flip it. You pay them generously, but they don’t deliver. That’s lose-win. Also unsustainable.
Great deals happen in the middle — the sweet spot. It’s not a compromise. It’s a balance point where both sides feel motivated, respected, and secure enough to keep going.
Be Wary of Shiny Object Syndrome
When you’re early in your career, it’s easy to be dazzled by people who seem impressive: rich, successful, charismatic.
But ask yourself: “What can they actually offer me?” and “What can I offer them?”
Not everyone impressive is useful. Some people have status but no interest in helping you. They won’t open doors. They won’t mentor. They just want to be admired.
Pay attention:
- Do they offer insights?
- Do they share connections?
- Do they show generosity?
If someone takes a meeting but gives you nothing — not even a coffee or a useful idea — you have your answer.
Read the Relationship, Not the Résumé
Dealmaking is not about their LinkedIn profile. It’s about whether you can build something together.
A mentor may help you. But they’re not your partner. Don’t confuse the two. And don’t try to force a partnership where there’s no shared risk or incentive.
If someone is clearly helping more than they gain, it’s a mentor dynamic. That’s precious — but don’t ruin it by asking for a deal they’re not willing to make.
What Dealmaking Really Is
At its core, dealmaking is:
- A way of asking: “What are we building?”
- A method of answering: “What do we each put in, and what do we each get out?”
- A filter to detect: “Will this relationship survive stress, failure, and change?”
It’s not about getting the most. It’s about creating something that lasts.
If you get good at dealmaking, you’ll avoid toxic partnerships, spot real opportunities, and build systems that keep moving even when the people in them change.
And that, to me, is the real engine behind any successful business.