The Art of Disagreement

A board voted to sell the company. Its largest shareholder said no. Both were analysing exactly the same data, and neither could possibly have known who was right.

This article is part of The Art of Leadership series, where I cover twelve principles of leadership that my research found underpin superior company performance. Read the full series here.

On 5 August 2025, the board of STAAR Surgical agreed to sell the company for $1.5 billion.

The logic was sound. STAAR makes implantable lenses that correct short-sightedness, and its largest market, China, had turned hostile. Government procurement reforms were squeezing prices, and inventory had built up. Revenue was under pressure. Then Alcon, the Swiss eye-care giant, offered $1.5 billion in cash, a premium of roughly 59% over STAAR’s average share price for the previous three months.

Chief executive Stephen Farrell put it plainly: the China headwinds had damaged STAAR’s viability as a standalone business, and this deal was the best path forward for shareholders. The board agreed unanimously.

But a month later, a different group of intelligent, well-informed people looked at precisely the same evidence and reached the opposite conclusion.

The dissent

In September 2025, Broadwood Partners publicly opposed the sale. Broadwood owned 30.2% of STAAR’s stock, making it by some distance the largest shareholder, and it had been invested in the company for years.

Its argument was not that the China problems were challenges. Broadwood accepted the thesis. What it disputed was the conclusion drawn from them: that temporary market pain justified selling a business with a distinctive technology at what Broadwood considered a low point in its cycle. Yunqi Partners, holding 5.1%, took the same view.

Then the disagreement spread. In October, the proxy advisory firm Glass Lewis recommended that shareholders vote against the deal, and Egan-Jones followed. Together with the dissenting shareholders, the opposition now spoke for more than a third of the company.

And in November, something unusual happened. STAAR’s board split, and the company disclosed it.

In supplemental proxy materials, STAAR revealed that one director had dissented when the board approved amended merger terms. The dissenting director argued that shareholders had already voiced concerns, and that the revised arrangements risked discouraging other bidders from coming forward. A source close to the company framed the split as evidence that the board took internal debate seriously.

Most boards bury this. A split vote becomes “the board approved,” with the disagreement recorded in the minutes. STAAR put it in a public filing during a contested takeover, which took a certain amount of nerve.

In December, Alcon raised its offer to roughly $1.6 billion, or $30.75 a share. On 6 January 2026, after four postponements, shareholders voted it down anyway.

The market’s verdict

Here is where it becomes interesting.

The moment the result was announced, STAAR shares fell sharply, trading around a third below the price Alcon had been willing to pay. Alcon walked away within hours. Its chief executive, David Endicott, noted that throughout the process the company had remained disciplined on price and risk.

Analysts at BTIG were unimpressed with the outcome, and did not expect any “meaningful operational improvements given all the noise.”

So at the close of business on 6 January, the scoreboard was unambiguous. The board had been right. The dissenters had just destroyed a third of the company’s value by blocking a generous premium, and the market had said so within minutes.

Broadwood pressed on regardless. A cooperation agreement expanded the board and installed three investor-aligned directors, including Broadwood’s founder Neal Bradsher. Farrell left the board and stepped down as chief executive at the end of January. Two interim co-chief executives took over and began operating: pausing shipments into China to clear the excess inventory, cutting costs, and accelerating manufacturing capacity in Switzerland to manage rising tariffs.

Four months later, STAAR reported first-quarter results. Net sales reached $93.5 million, the highest first quarter in the company’s history, against analyst expectations of $78.74 million. Earnings came in at $0.10 per share, double the consensus of $0.05. US sales grew at a double-digit rate and passed $6 million for the quarter. The headline figure of 119.6% year-on-year growth flattered the picture, since the comparison period had been the depths of the China inventory crisis, but the direction was unmistakable. The business the board had said could not stand alone was standing perfectly well.

This is important: In August 2025, both the board’s and Broadwood’s positions were defensible on the available facts, because the facts that would settle the argument had not yet occurred. And here is what almost every leader gets wrong about disagreement. You were taught to treat it as a process for finding the right answer. In the decisions that matter most, there is often no single right answer available at the moment you must decide, and pretending otherwise is how organisations talk themselves into false confidence.

By the end of this article you will have four practical mechanisms for running a disagreement properly, and a clearer sense of why the quality of the argument matters more than the accuracy of the conclusion.

Let’s get into it.

Disagreement is not a search for the right answer

Here’s a familiar scenario:

You go into a contested decision believing that if the debate is rigorous enough, the right answer will emerge from it. More analysis, better data, one more session, and the decision will clear. So when the argument ends without that clarity, it feels like a failure of process. Somebody, somewhere, did not do the work properly.

Look at what actually happened at STAAR. Five months of argument. The best-informed people in the industry on both sides. Investment banks, proxy advisers, hundreds of pages of analysis, a board that split, and a shareholder base that had supported the company for years.

The argument produced no answer at all. It produced a decision.

That is not a defect in how STAAR ran the process. It is what a disagreement actually is. When two capable, well-informed people reach opposite conclusions from the same evidence, it is usually because the thing itself is uncertain, not because one of them has reasoned badly. The disagreement is a property of the decision, not a defect in the person you are disagreeing with.

This matters because it changes what you are listening for. If you believe the argument should produce truth, then whoever fails to persuade you is wrong, or obstructive, or protecting something. That is precisely how the STAAR fight turned personal, with each side eventually questioning the other’s motives rather than their reasoning. Accept that the argument will not produce truth, and you start listening for something far more useful: which of us has tested our position hardest, and what would have to happen for either of us to change our mind?

Confidence and consensus are not the same thing. You can be entirely confident in a decision that half your leadership team argued against, provided the argument was real, and you listened to it properly. It is exactly the standard senior leaders should be demanding.

Remember: the STAAR board did not fail because it disagreed with Broadwood. Both sides argued their cases at length, with evidence. The disagreement worked exactly as it should. What it could not do, because nothing could, was to know in advance which position was correct.

Why leaders get disagreement wrong

Three failures, and I suspect at least one will be familiar.

You treat the outcome as the verdict on the argument. This is the most seductive error. Broadwood turned out to be right, so we conclude Broadwood argued better. But on 6 January, when the shares fell, exactly the same logic would have proved the board right. Judging the quality of a disagreement by its eventual outcome is a mistake, because you are grading the argument using information that nobody had when the argument took place. This is the same trap that makes foresight so difficult to practise: the evidence that would settle the question arrives long after the decision is made. Judge the process instead. Was every position tested, was the evidence honestly presented, did the people who disagreed get a real hearing?

You mistake unanimity for alignment. A board that always votes unanimously is not necessarily aligned. It may simply have learned that dissent is unwelcome, and the cost of that lesson is invisible until something goes badly wrong. STAAR’s decision to disclose its dissenting director was uncomfortable and probably damaged the deal. It was also a signal that the argument had been real, which is worth more over time. I have written before about how a leader’s reactions teach the organisation what is safe to say.

You let the disagreement stay private. The most dangerous version of dissent is the kind expressed in corridors and side conversations. It carries all the cost of division and none of the benefit, because the decision never gets tested by it. Broadwood’s opposition was public, documented, and aimed at the people who owned the consequences. That is why it changed the outcome.

How to run a disagreement properly

Ok, here is the practical part. Four mechanisms, each of which you can put in place immediately.

Name the two positions before you debate them. Most leadership arguments are messy because no one has clearly stated the competing cases. Before the discussion, write both down in a sentence each. “We sell now because the China risk is structural and the premium is generous” versus “we hold because the technology is distinctive and this is a cyclical low.” When the positions are explicit, people argue about the substance rather than talking past one another.

Assign the counter-case to someone credible. Give the strongest available argument against the plan to someone whose judgement the team respects, and give them time and access to build it properly. If disagreement is a formal assignment, nobody has to spend personal capital to express it.

Ask what would have to be true. This is the single most useful question in a contested decision, and it works because it moves the argument from opinion to evidence. What would have to be true for the sale to be the right call? What would have to be true for standing alone to work? Then ask which of those conditions you can actually test now. Some can be. The rest are the real uncertainty, and stating them is far better than pretending the analysis has resolved them. It belongs alongside the other questions that reveal how your team actually thinks.

Record the reasoning, not just the decision. Write down why you chose what you chose, what the strongest counter-argument was, and what you expect to see if you are wrong. This takes twenty minutes and it is the closest thing to a superpower available to a leadership team. It stops you rewriting history after the fact, and it gives you an honest basis for reviewing your own judgement later.

It’s not a debating society

A well-run disagreement is fast, because it is bounded. The positions are defined, the counter-case is evaluated, the uncertainty is stated, and then somebody decides. What actually slows organisations down is the objection nobody voiced that surfaces three months later, the executive who never really agreed and withholds effort, or the decision that gets relitigated because it was never properly argued the first time.

STAAR’s disagreement took five months and was brutal. But the decision it produced has stuck, the board now reflects its shareholder base, and management has been able to act with unusual clarity. Compare that to the alternative, where the deal completes over unspoken misgivings and the doubts leak out afterwards.

What next?

The most useful thing about the STAAR story is that it has no comfortable ending.

Yes, the numbers now favour the dissenters. But four months of results is not a verdict on a decade, and the China risk that worried the board has not vanished. If the recovery slows, the people who blocked a 59% premium will look reckless again. The argument that seemed settled in May could reopen at any point, which tells you something important: in consequential decisions, the disagreement is rarely resolved by the facts. It is resolved by a decision, and then judged over time.

Which leaves you with only one thing you can actually control.

Not whether you are right, because you cannot know that yet. Whether the decision you are about to make has been properly argued, by people who were free to disagree, with the strongest case against it fairly heard.

So look at the significant decision you have to make. Who has made the case against it? If the answer is nobody, you do not have agreement.