Pearce on Tuesday labelled the job an "outstanding" opportunity for the right person.
Pearce suggested he would need assurances over the level of control he would have if he were to take the job
He said: "I would have thought there are certain things a manager wouldn't accept.
"Things like picking of the team and players coming through the door who are signed by somebody else that you don't want.
"Those are probably the two golden rules for any managers.
"Some are different, some accept that. It depends how desperate you are for a job
"Some would accept that and some would want total control. It is varying degrees."
Davies' second spell as manager came to an end after a dismal run of form and a breakdown in his relationship with Al Hasawi.
Saturday's 5-0 defeat to East Midlands rivals Derby saw Forest's run without a win reach eight matches - a streak which has seen them go out of the FA Cup to League One side Sheffield United and drop out of the Sky Bet Championship play-off places.
Academy manager Gary Brazil will take charge of first-team affairs until a replacement for Davies is appointed, starting with Tuesday night's game against Charlton at the City Ground.
Warnock had looked set to take on the job on a short-term deal until the end of the season, and fancied the task until changing his mind when deep into discussions with Al Hasawi
The 65-year-old Warnock, who has been out of management since leaving Leeds in April 2013, told talkSPORT: "The talks started well, but in my eyes deteriorated
"The experience I've got, let's not forget, at the last three clubs I've been a bit unlucky, I've had three new owners.
"So I've got an idea of owners and what they want and how they work.
"In the end I didn't think I was the right one."
Former QPR boss Warnock stressed he had no problem with Al Hasawi but claimed that some managerial decisions might be difficult under Forest's structure
He was determined there should be no influence on footballing affairs beyond his own guidance
Warnock said: "I'm sure someone like Pearce or Zola will come in, somebody like that will end up there
"Stuart Pearce would be ideal. But it wasn't for me really.
"When you've got 10 games, possibly 12 games to go, when you've got experience, or you've done the job, you've got to do it how you want to do it and I didn't see that if I'm honest with you.
"(The chairman)'s a nice guy, I got on all right with him.
"There's just certain criteria that even I can't do, even if it's the right club."
Source : PA