Advisory

The Veto Machine

Unhappy Mondays · 9 March 2026

Scene

Three owners run a growing firm. The rule was set years ago. Any significant decision needs all three to agree.

At the time, it felt sensible. They trusted each other. The business was smaller. The decisions were fewer.

Now the firm has 25 staff. A lease needs approval. A senior hire sits in limbo. Software spend is delayed. One owner keeps saying no, or says they need more time, or says the timing is wrong. Nothing is resolved. The other two start working around the issue. Team leads are told to hold steady. Suppliers wait. Staff notice the pause.

No one calls it deadlock. They call it being careful.

Pattern

Weaponised unanimity

This appears in owner-led firms that still rely on rules written for an earlier stage of the practice.

Unanimous consent sounds disciplined. In practice, it gives one person the ability to stop the firm without owning the consequences. The veto stops being a safeguard and becomes a control point.

A veto is a structural defect.

Analysis

The damage builds in a familiar order.

First, the approval rule stays too broad. Routine commercial decisions still need full agreement.

Second, one owner learns that delay carries power. They do not need to win the argument. They only need to withhold agreement.

Third, the business starts absorbing the cost. Hiring slows. Commitments drift. Managers stop relying on owner decisions and start making temporary fixes.

Fourth, the ownership group stops using the formal process properly. Decisions move into side conversations. Resentment builds around pace, money, and control.

At that point, the rule is no longer protecting the firm but making the firm harder to run.

Why It Matters

In small firms, delay shows up quickly. Work slows. Managers lose confidence. Owners start solving problems privately. That is when a governance issue turns into a relationship dispute.


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