Field Notes · Commercial Operations

Who Actually Decides?

Here's a dynamic I've seen play out more than once in PE-backed companies, usually in the first year after close.

The operating partner has a view on how the commercial org should be structured. The CEO has a different view. Both views are reasonable. Both parties know a conversation needs to happen. And neither one initiates it — not because they're conflict-averse in general, but because the specific nature of this relationship makes escalation feel loaded in a way it doesn't in other contexts.

The CEO doesn't push back because it feels presumptuous. The operating partner doesn't press because it feels like overstepping. Both perform alignment in the room. Both leave the room with the same private disagreement they walked in with. The org absorbs the cost.

This isn't a governance problem in the technical sense. The legal documents are fine. The consent thresholds are defined. What isn't defined — and what nobody wants to be the one to define — is the informal authority structure that governs the decisions that actually consume most of an executive team's energy: org design below the C-suite, go-to-market investments, pricing changes, technology selections.

The result is a de facto operating model built on mutual deference. It works when things are going well. When things are not going well, it tends to collapse at exactly the moment clarity matters most — because now the stakes of getting it wrong are higher, and the social cost of naming the impasse is higher too.

The companies that get this right usually had an uncomfortable conversation early. Not a formal governance document — a direct one. Someone said: here's how I think this should work, here's where I want your input, here's where I need to make the call. It created a moment of friction. It also created six months of faster decisions.

The conversation feels risky. The alternative is more expensive.