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Walking a negotiation back to zero over a landowner's paper

A landowner offered me shares in a company he controlled as pay. I refused and required the conflict in writing.

I was building a term sheet and equity position for a large equestrian land community. The landowner proposed to pay some of my compensation with shares. They were in a thinly traded public company, and he also controlled its treasury. I refused outright to accept any of his public paper, wrote a hard walk criterion into the deal, and demanded written disclosure of his conflicting role before we went on.

Think about what that offer means when the conflict is undisclosed. He would be paying himself out of a treasury he controls, holding power over both sides of the table. Taking the paper would price my pay in a currency the other party could quietly print more of.

His raise stood on three claims. One was a fund, one a lender letter, one a model. The land was real, yet the paperwork contradicted itself. I traced each claim to its source and all three failed. We did not walk away. Our counter had staged cash, a minority stake that vests on milestones, plus a placement advisor with a separate license. Written kill criteria rounded it out. Walking away protects you. A structure that forces the claims to prove themselves does that and also keeps the deal going.

The request came in under half of the appraised value. Nothing has closed. The sponsor did invite Common Ground into every part of the project. Talks continued on a restructured term sheet built wholly on cash fees and direct equity in the project entity itself, with named walk criteria should the conflict stay undisclosed or the compromised instruments reappear.

An offer to pay you in something only the other party controls is leverage and not generosity. Refuse before you learn how much leverage it was. I protected myself and the deal by stating the conflict aloud, in writing, instead of quietly working around it. That is the harder and more honest conversation.

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