How do common legacies and shared histories of repression shape the mobilization calculations of dissident elites in divided societies? What factors bind and fracture consensus formation and ethnic elite bargaining during democratic openings? Focusing on the anti-Ba’athist opposition that emerged following the First Gulf War, this presentation will explore the strategic interactions among ethnic dissident elites inside Iraq and those in exile to contextualize challenges and opportunities that shaped their regime change advocacy in the decade preceding the 2003 invasion. Drawing on semi-structured elite interviews with former exile and dissident elites from Iraq’s various ethnic factions and declassified American documents pertaining to pre-invasion war planning and statebuilding, I demonstrate that while Ba’athist exclusion and repression fostered the emergence of an ethnic opposition coalition, elite fragmentation obstructed consensus building at the onset of regime change. I argue ethnic exclusion among the Iraqi anti-Ba’athist coalition crystalized the adoption of an exclusive ethnic elite-pact power-sharing system following regime change. Thus, while repression under the Ba’ath enabled ethnic elites to coalesce around a common foe and broad set of grievances, competition over state capture obstructed cross-communal cohesion and institutional engineering following regime change.