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Where each partner stands — tone, leverage, and intent — based on all available context.
Jean-François Laurin is a registered Dealing Representative under Pinnacle Wealth Brokers, based in Eastern Canada. He has been in financial services long enough to have operated at TD Bank with a formal mentorship programme, moved to Pinnacle, and built a practice around Indigenous investor relationships in Quebec and Northern Canada. He is articulate, professionally experienced, and genuinely connected to the Indigenous financial world in his geography. He is not a fraud. He is not incompetent. Those things should be stated plainly before anything else.
He also mentors someone currently, without compensation, because people mentored him when he was young. He said that on the April 2 call, unprompted. That is real. It matters.
And yet the full picture that emerges from the record is of a person whose natural orientation — not his strategic one, his natural one — is to optimise for himself and rely on the goodwill of others to absorb the difference.
Real and non-duplicable: He is a registered DR under Pinnacle — can prepare complete KYC packages and investor documents for Jared to review and sign. He has an Eastern Canada network — Quebec, Northern territories, Idle Quebec communities — a geography Mike and Michelle cannot reach from the West. He has a Cree nation contact — a former BMO branch manager with a relationship to the CFO of a pooled fund holding over $1 billion in assets from multiple Northern Quebec Cree nations. He has five-plus years working with Indigenous investors and understanding the specific sensitivities around trust, community reputation, and the long, patient rhythm of relationship-building in that world. He already mentors a junior advisor without compensation.
Overstated or unproven: He cannot sign subscription documents for LTC's Reserve LP. His dealer is Pinnacle. The signing authority belongs to Jared under Vesta's EMD licence. Jared confirmed this explicitly on multiple calls. This is not a procedural footnote — it means JF's single most critical licensed function in this specific structure is one he legally cannot perform.
The Cree nation contact is not a deal. He has not yet secured a meeting with the CFO. He needs to pay a referral fee out of his own pocket to get the introduction. The contact exists. The opportunity is real. The conversion does not yet exist.
His five-year deal story on April 2 — used to argue for the value of long-cycle relationship work — was about his existing Pinnacle clients, not anything he has delivered for LTC. It is evidence of his general worth as a relationship builder, not evidence of contribution to this specific venture.
The questionnaire: JF opened the April 2 all-parties call by questioning the intent of the due diligence questionnaire — saying it felt "very directed at me" and he wasn't sure if it was "a tactic for negotiation." He did not answer the form. He reframed the questionnaire defensively before Mike had said a single word about equity.
He then preemptively argued against changing the split before anyone had proposed changing it: "Don't base your discussion on a point in time, because right now the MVP is Michelle. But maybe next month it will be JF the MVP." He anticipated what was coming and tried to neutralise it before it landed.
The compensation contradiction: His most revealing statement of the April 2 call: "It took me five years to build one relationship for them to trust me." He used this to argue that his contribution cannot be measured on results delivered, only on effort invested. He then, in the same conversation, resisted the idea of a performance-based compensation model.
Tiffanie identified this in real time immediately after the call ended: "JF saying that he really doesn't want to be paid based on contribution of capital is a very big red flag for his position within the company. That is his role."
He wants equity because equity is permanent and does not require him to keep proving himself. But equity also means he would earn on Michelle's relationships, on Mike's community standing, on work he had no part in building. That is the irreconcilable tension at the centre of his position.
The April 5 separation: On April 5, Jared told Mike privately: "I haven't talked to JF. This is your thing, yours and Michelle's. I don't want JF and I to come pitch you guys on what this looks like at all." He was putting distance between himself and JF, unprompted.
The April 6 email: Forty-eight hours after Jared told Mike he did not want to present a joint position, JF sent an email that begins: "Following last week's meeting, me and Jared had a conversation around percentage splits."
He proposed 55% on-reserve / 45% Vesta, with Vesta defined as Jared and JF together. He anchored the negotiation before Mike could establish a baseline. He grouped himself with Jared despite Jared privately distancing himself. And he included a 2x dilution clause — meaning every future Indigenous partner LTC brings in dilutes Mike and Michelle at twice the rate it dilutes JF and Jared. Permanently.
That clause was not careless. It was designed to ensure that no matter how LTC grows, no matter who else joins, JF and Jared's combined proportional position is protected more aggressively than the Indigenous founders' position. It tells you what JF's fundamental concern is: protecting what he has claimed, not building what could exist.
The dinner: During the AFOA conference week, when Mike and Michelle were in town and the group went to dinner, JF suggested the venue — a restaurant belonging to his neighbour that he had been wanting to try. Mike agreed, as he always does. The food was unremarkable. The bill was $180 for four people. JF asked to split it four ways. Mike took the bill for the group.
This is not about the money. It is about the instinct. He chose the experience, then distributed the cost. It is a small thing that would mean nothing in isolation. In the context of the full record — the pre-emptive equity email, the 2x dilution clause, the resistance to performance accountability, the questionnaire defensiveness — it is the same pattern expressed in an unguarded moment, when no one was watching for it. He took the benefit and let someone else absorb the cost.
The April 8 reply: One sentence, forty-three minutes after the reschedule email arrived. "Any day after 4h30pm PST works with me." Composed, brief, no comment on substance. He is not rattled. He is waiting.
JF occupies a contradictory position in this venture and appears to know it.
His actual function in LTC's legal and operational structure is: prepare investor packages, build relationships in Eastern Canada, and support the closing process up to the point of signature. That is genuine, necessary work worth compensating well.
But he cannot sign the documents. He cannot conduct AML/KYC as the responsible party. He is registered at the wrong dealer. The single most critical licensed act in each investor cycle requires Jared, not JF.
He is therefore a relationship-builder and package-preparer who has positioned himself as a 45% equity partner in a structure he cannot legally operate at its most critical point. That gap between his actual function and his equity claim is the centre of gravity of this entire negotiation.
The five-year deal story is the most honest thing he said in the April 2 call. He has spent years building relationships that someone tried to diminish at the moment of execution by saying "all you did was sign a form." He has lived that injustice and does not want to live it again here.
That is understandable. It is even sympathetic. But the way he has responded to that fear is to seek equity-level protection against a performance-based outcome — which is exactly the opposite of how he should be compensated for a role that is entirely about performance. He wants the permanence of equity without the accountability that should come with it.
Michelle read this clearly on the night of the April 2 call: "JF's reaction is telling to us. Money brings out funny things in people, especially when you're doing it for the money only."
She is not wrong.
JF is the right person for the wrong agreement.
As a profit-sharing partner — 25% of the net spread generated by every client he personally introduces, permanently, with no expiry — he would be generously compensated for what he actually does, with uncapped upside if he delivers. That model aligns his incentives correctly. If the Cree nation contact converts at $500M, his annual income under that structure would dwarf what flat equity on a smaller fund would produce. It is more generous than equity if he performs.
As an equity partner at 45% — or even 25% — he is overcompensated for licensed functions he cannot perform, underaccountable for results he needs to deliver, and positioned in a way that would permanently dilute Mike and Michelle's ownership of something they created and bear all the reputational risk for.
The 2x dilution clause is the single most important signal in everything he has submitted. It is the dinner bill in contractual form — distributing cost asymmetrically while claiming equal partnership. It was designed to ensure that LTC's ability to bring in additional Indigenous partners costs Mike and Michelle twice as much as it costs JF. That clause alone tells you everything you need to know about how he thinks about this partnership when he believes he has the leverage to shape its terms.
The fit question has a precise answer: JF as a service provider with performance-based profit-sharing is a reasonable fit. JF as an equity partner is not — because the equity model activates the wrong incentives in him, and those incentives are already visible across the full record before a single dollar has been raised.
Jared Wolk has been trading markets since 2001. He was employee number one at what is now Vesta Wealth Partners — a firm that started as a multi-family office under the name Genn Investment Council, was acquired by a single European family in 2019, and now manages their capital and runs investment funds for other institutional clients. Vesta runs 16 funds, uses PwC as its auditor, SGG Fund Services as third-party administrator, and is registered as an Exempt Market Dealer, Investment Fund Manager, and Portfolio Manager. The firm has invested in Anthropic, OpenAI, and SpaceX. Its annual operating costs run between $4.5M and $6M. Jared bills at $1,200 per hour.
He is not a broker. He is a fiduciary. That distinction matters because it shapes everything about how he approaches relationships, advice, and structure.
Irreplaceable in the short term: The three licenses — PM, IFM, EMD — took fourteen years and significant capital to build. Jared confirmed the EMD alone requires a $250K bond, a qualified compliance officer, and $300–400K per year in operating infrastructure just to maintain. The IFM requires another $400–500K bond. The PM designation requires either a CIM plus four years of experience at a registered firm, or a CFA plus two years. There is no shortcut. There is no equivalent available in the Indigenous finance world. Jared is, for the foreseeable future, the only person in this structure who can make the fund legally operate.
Beyond the licenses: He designed the entire fund architecture — the GP/LP structure, the Reserve LP mechanics, the Vesta Holding LP that converts market growth into a fixed known rate, the CRA connecting factors compliance. He built the spread model calculator that underpins every financial conversation LTC has had. He introduced Norton Rose Fulbright — Tommy Wong for fund formation, Barry Segal for tax, described by the firm's insurance broker as "probably the best tax lawyer in the country." He carried all Norton Rose legal fees on tab until capital enters the fund. He manages the PwC audit relationship and SGG Fund Services across 16 existing funds — LTC's Reserve LP can plug into that infrastructure at marginal cost rather than building it from scratch. He brought the BlackRock OCIO relationship as a future pathway for full-service wealth management for the nations.
The value of what he brought is not theoretical. Nathan — the independent expert with no Vesta relationship — assessed Jared's function and said: "With fairly deliberate effort, one could easily replace those elements within a year." But he also said that was about the back-office compliance and signing functions over time. The structural design work — the intellectual property that makes a Section 87 tax-exempt fixed-rate note possible — that is already done. You cannot un-receive it.
The April 2 all-parties call: Jared entered the meeting after JF had already opened defensively. He did not match JF's energy. He did not co-present a position. When Michelle asked about double compensation — whether Jared would be paid twice as both a Vesta service provider and an LTC equity partner — he was direct: "It's like, I'm not allowed to take money on the side for deals like that. That would be a conflict of interest."
When Mike raised the Indigenous ownership vision and the eventual goal of replacing Vesta with Indigenous-trained talent, Jared did not flinch. He said: "If that's your goal, then, you know, that's my job now is to help build that out." He then offered, without being asked, to hire Indigenous candidates at Vesta so they could get the licensed experience they need before taking over.
When the conversation turned to compensation models, he reframed it clearly — finders, minders, grinders — and proposed the J-curve framework: all the work is at the front, the payoff comes from the backend. He said if the goal is to eventually transition away from Vesta, then the model needs to be designed around that from day one — either pay us for time as a service provider, or pre-agree a buyout number. Both are clean. Both are fair.
He then said the most honest thing anyone has said in this entire negotiation: "I don't have an exit button on this. Once it's launched, it's yours. I can't take it back from you anything." That is the acknowledgement of a person who understands his own structural vulnerability and is proposing a solution to it rather than trying to hide it.
The April 5 private call with Mike: This is the most important single piece of evidence on Jared's character and intentions. Mike asked him, directly and on a private call, every question he needed answered about licensing, fees, costs, and exit paths. Jared answered all of them completely and honestly — including the information that, if used, would reduce his own leverage.
He told Mike the EMD costs. He told Mike the IFM bond. He told Mike the PM timeline and exactly how to get there without him. He described how to hire an Indigenous candidate, how to get them registered at Vesta, how to move them to LTC when they're ready. He said: "When's the best time to plant a tree? Yesterday." He told Mike to start the independence process immediately.
He also explicitly distanced himself from JF's position: "I don't want JF and I to come pitch you guys on what at all, like, how this looks. I think you guys should come to us and say here's the deal. And we go, okay. Like that should be a filler kill on our side."
He was saying: your business, your terms, come to us. That is not the posture of someone trying to extract maximum value. That is the posture of someone who has calculated that a fair deal they can live with is worth more than a winning negotiation that poisons the relationship before it starts.
He described his own role with unusual clarity: "For this particular structure, all we're doing is signing the paper and giving you the pieces of the puzzle that make this work."
On April 5, Jared told Mike he did not want to co-present with JF. "I'm not going to spend too much time with JF trying to fine-tune this."
On April 6, JF sent an email that begins: "Following last week's meeting, me and Jared had a conversation around percentage splits." The email proposes a joint position — Vesta would be "Jared and JF."
These two things are not fully reconcilable. Either Jared spoke to JF after his call with Mike and softened his position, or JF's email overstates how aligned he and Jared actually are. The former is possible — Jared is diplomatic and may have said enough to JF to not burn the relationship while privately telling Mike something different. The latter is also possible — JF may be using Jared's name to give his proposal more weight.
This ambiguity is the single most important thing to resolve before any agreement is signed. If Jared and JF have a formal or informal arrangement between themselves — if accepting Jared means accepting JF as a package — that changes the entire calculus. Mike needs to ask Jared directly, in a private call, whether he considers himself bound to JF's proposal or whether he is genuinely open to being engaged separately.
He is not trying to take over LTC. He said explicitly he does not want a control stake or a vote. He said LTC should come to him with the proposal.
He is not withholding information to create dependency. He provided Mike with the complete roadmap to not need him anymore. He did this on a private call without being asked.
He is not aligned with JF's framing. He distanced himself from it unprompted and told Mike to arrive with his own proposal independent of what JF was preparing.
He is not overcharging. The $25K flat fee for both funds — confirmed from his own mouth in the April 5 call — is a fraction of what this structure would cost anywhere else. At Norton Rose's billing rates alone, the legal guidance he has provided informally would be worth more than his total proposed fee for year one.
Risk 1 — The JF dependency. This is the real risk. If Jared and JF are operationally or personally entangled in a way that makes them a package deal, accepting Jared means accepting JF's equity ambitions alongside him. The April 6 email suggests JF believes they are aligned. The April 5 private call suggests Jared does not. Until this is clarified directly, the risk is real.
Risk 2 — Secondary priority within Vesta. LTC is one of 16 funds Vesta manages. The flat fee of $25K per year is not a meaningful revenue line for a firm with $4.5–6M in annual costs. Jared is engaged and enthusiastic now. But what happens in year two or three if Vesta has competing demands on its bandwidth? There is no contractual urgency mechanism that ensures LTC gets timely attention.
Risk 3 — Independent legal review of the buyout clause. Jared proposed that Norton Rose set the buyout price at "industry standard." Norton Rose was introduced to LTC through Jared. Mike identified this himself after the Nathan call: "Norton Rose — I know they're objective, but it's still a Vesta contact ultimately." For the specific question of how to value and structure a buyout of Vesta's role, LTC needs independent counsel. Not because Norton Rose would be dishonest, but because the appearance of independence is itself a structural requirement for this kind of agreement.
Jared is the right partner in the right structure with the right agreement.
He is genuinely the most strategically aligned external party in this project. His value is foundational and currently irreplaceable. His character reads as honest across every interaction on record — and more importantly, he has been honest specifically about things that reduced his own leverage, which is the strongest possible signal of authentic intent.
The service agreement model — founding fee of $50–75K, flat annual platform fee of $25K, per-investor signing fee of $150–500, and a pre-agreed buyout clause set with independent legal input — is the right structure for him and he has essentially proposed it himself. He is not looking for equity. He is looking for certainty about his exit and fair compensation for his contribution. Both are reasonable. Both are giveable.
The gap between Jared and a good outcome for Mike and Michelle is much smaller than the gap with JF. It is not about whether to work with Jared. It is about whether to work with Jared separately from JF — and that question needs to be asked directly, privately, before the Wednesday call.
If Jared is genuinely separable from JF's equity position, this deal is close. If he is not, the entire structure needs to be reconsidered from first principles.
| Equity Partner Model | Service Provider Model | |
|---|---|---|
| Vesta annual take (at current AUM) | -- | -- |
| JF annual take (at current AUM) | 25% of net spread | Performance-based only |
| Annual cost to LTC | -- | -- |
| 10-year delta | -- | $0 extra |
Every investor introduced through LTC's relationships is an LTC client. Vesta is dealer of record for regulatory purposes only. If Vesta is replaced as EMD, the clients must transfer. This must be in the signed agreement before anything else.
Vesta and JF cannot approach, solicit, or enter any commercial arrangement with any Indigenous nation, band council, trust, or individual investor introduced through LTC — during the agreement or for three years after it ends. This must be in the signed agreement before anything else.
All numbers on this dashboard are sourced from real conversations:
Formal touchpoints since engagement began
Initial conversations between Jared, JF and Mike David. Structural concept introduced; roles and interest levels explored informally.
First formal session on record. Fund structure, strategy, and partnership roles discussed. Spread model foundation established.
Multiple working sessions focused on educating Mike and the team on fund mechanics, LP structures, compliance pathways, and the lending spread model. Norton Rose Fulbright introduced as legal counsel.
Jared builds out the full spread model calculator. JF begins pitch deck work and Eastern Canada LP strategy. Cree Nation connection flagged as priority relationship.
Key meeting establishing reputational risk framing and confirming Jared's sole signing authority for Reserve LP. Critical alignment checkpoint.
Jared conducts insurance research for fund protection. JF commits to travel for LP meetings in Eastern Canada and Western US. Conference strategy finalized. AML/KYC process and LPA still pending.
Structure is designed. Legal counsel is engaged. Model is built. No capital raised yet — the hard foundational work is complete. Execution phase begins.
What each partner has invested in the first 5 months
Designed the entire fund architecture — GP/LP structure, Reserve LP mechanics, lending vehicle design, and inter-party roles
Taught Mike and the team fund mechanics, LP structures, compliance pathways, and the economics of mortgage spread lending from scratch
Introduced and onboarded NRF as legal counsel; structured the legal engagement specifically for a fund of this type
Created the full lending spread calculator (the tool on Page 1 of this dashboard) that forms the financial foundation of the fund
In-person meeting attendance in support of relationship-building and deal validation — on his own time and at personal cost
Researched insurance structures appropriate for protecting fund assets and LPs, a non-trivial and specialized undertaking
Contributed to pitch deck strategy and materials for LP outreach in coordination with JF Capital
Developed LP-facing pitch deck materials and presentation strategy for investor outreach
Mapped and is actively pursuing LP relationships across Eastern Canada — a geographic region LTC/Vesta does not have existing coverage in
Identified and initiated contact with a Cree Nation representative as a priority LP target — a unique and high-value relationship
Established a conference attendance and networking strategy for LP acquisition across targeted financial and industry events
Committed to travel for LP meetings in Eastern Canada and Western US — time and cost not yet incurred but formally committed
Pre-revenue reality check — honest accounting of where the fund stands
Understanding the front-loaded effort in fund creation
The work is all up front — getting it set up and going. Once it's launched, it's yours. I can't take it back from you.
Fund creation is unlike a service agreement with ongoing deliverables. The structural, legal, educational, and modeling work required to launch a compliant LP fund happens almost entirely before a single dollar is raised. That work has been done.
The architecture, the model, the legal framework — once established, these belong to LTC. Jared and Vesta's role is permanent value creation in the setup phase. The ongoing upside accrues to the fund and its LP/GP structure.
The fund is at maximum vulnerability right now: maximum work invested, minimum capital secured. The next 60–90 days — getting an LPA signed, AML/KYC complete, and a first LP commitment — transforms pre-revenue risk into momentum.
Finalize LPA. Complete AML/KYC. Execute first subscription. Originate first loan. Everything prior has been in service of reaching this moment — one signed LP agreement converts 5 months of work into an active fund.
November 2025 — April 2026 · ~5 Months of Pre-Revenue Development
Formal touchpoints since engagement began
Initial conversations between Jared, JF and Mike David. Structural concept introduced; roles and interest levels explored informally.
First formal session on record. Fund structure, strategy, and partnership roles discussed. Spread model foundation established.
Multiple working sessions focused on educating Mike and the team on fund mechanics, LP structures, compliance pathways, and the lending spread model. Norton Rose Fulbright introduced as legal counsel.
Jared builds out the full spread model calculator. JF begins pitch deck work and Eastern Canada LP strategy. Cree Nation connection flagged as priority relationship.
Key meeting establishing reputational risk framing and confirming Jared's sole signing authority for Reserve LP. Critical alignment checkpoint.
Jared conducts insurance research for fund protection. JF commits to travel for LP meetings in Eastern Canada and Western US. Conference strategy finalized. AML/KYC process and LPA still pending.
Structure is designed. Legal counsel is engaged. Model is built. No capital raised yet — the hard foundational work is complete. Execution phase begins.
What each partner has invested in the first 5 months
Designed the entire fund architecture — GP/LP structure, Reserve LP mechanics, lending vehicle design, and inter-party roles
Taught Mike and the team fund mechanics, LP structures, compliance pathways, and the economics of mortgage spread lending from scratch
Introduced and onboarded NRF as legal counsel; structured the legal engagement specifically for a fund of this type
Created the full lending spread calculator (the tool on Page 1 of this dashboard) that forms the financial foundation of the fund
In-person meeting attendance in support of relationship-building and deal validation — on his own time and at personal cost
Researched insurance structures appropriate for protecting fund assets and LPs, a non-trivial and specialized undertaking
Contributed to pitch deck strategy and materials for LP outreach in coordination with JF Capital
Developed LP-facing pitch deck materials and presentation strategy for investor outreach
Mapped and is actively pursuing LP relationships across Eastern Canada — a geographic region LTC/Vesta does not have existing coverage in
Identified and initiated contact with a Cree Nation representative as a priority LP target — a unique and high-value relationship
Established a conference attendance and networking strategy for LP acquisition across targeted financial and industry events
Committed to travel for LP meetings in Eastern Canada and Western US — time and cost not yet incurred but formally committed
Pre-revenue reality check — honest accounting of where the fund stands
Understanding the front-loaded effort in fund creation
The work is all up front — getting it set up and going. Once it's launched, it's yours. I can't take it back from you.
Fund creation is unlike a service agreement with ongoing deliverables. The structural, legal, educational, and modeling work required to launch a compliant LP fund happens almost entirely before a single dollar is raised. That work has been done.
The architecture, the model, the legal framework — once established, these belong to LTC. Jared and Vesta's role is permanent value creation in the setup phase. The ongoing upside accrues to the fund and its LP/GP structure.
The fund is at maximum vulnerability right now: maximum work invested, minimum capital secured. The next 60–90 days — getting an LPA signed, AML/KYC complete, and a first LP commitment — transforms pre-revenue risk into momentum.
Finalize LPA. Complete AML/KYC. Execute first subscription. Originate first loan. Everything prior has been in service of reaching this moment — one signed LP agreement converts 5 months of work into an active fund.
What it takes to replace JF, then Vesta — completely.
Based on Jared Wolk's own words in a private call with Mike David, April 2026.
No university degree is required for any step in this roadmap, with one exception noted in Phase 4.
Today, LTC owns 100% of the GP and LP but depends on two external parties: Jared/Vesta for all licensed functions (signing, compliance, fund management) and JF for business development and investor package preparation.
Full self-sufficiency. LTC registers its own licenses, hires its own compliance officer, manages its own fund, and runs its own investment strategy. Vesta and JF become optional.
5 years minimum. That assumes the CFA path and someone starting immediately. The realistic number is 5–7 years. This page shows why.
This is the first step for Mike or Michelle personally. It gives them the legal right to prepare and sign investor subscription documents — the core thing JF does today.
| Step | What It Is | Who Provides It | Format | Study Time | Exam | Cost (CAD) | Degree? |
|---|---|---|---|---|---|---|---|
| 1 — Canadian Securities Course (CSC) | Entry-level securities knowledge — markets, products, regulations, investment fundamentals. The mandatory foundation for everything that follows. | CSI (Canadian Securities Institute) | Online, fully self-paced | 200–250 hours. Typically 3–6 months part-time. | 2 separate exams (Vol. 1 and Vol. 2). Pass mark: 60% each. | ~$1,385 | NO ✓ |
| 2 — Exempt Market Products Exam (EMP) | Specific knowledge of exempt market securities — the exact category that the LTC 6% Reserve LP note falls under. Required for EMD registration specifically. | CSI | Online, fully self-paced | 30–50 hours. Typically 4–8 weeks. | 1 exam. Pass mark: 60%. | ~$325 | NO ✓ |
| 3 — Dealing Representative (DR) Registration | Official registration with the provincial securities commission as a Dealing Representative, sponsored by a licensed EMD. This is the license itself — what makes you legally able to sign subscription documents and conduct KYC/AML. | Provincial Securities Commission via NRD. Jared confirmed Vesta would sponsor Mike or Michelle. | Application process — no additional exam. Requires a sponsor (Vesta). | 2–6 weeks processing after application submitted. | N/A | ~$500–800/year ongoing | NO ✓ |
This removes the need for Vesta's dealer license entirely. LTC signs its own documents under its own regulatory registration. No Vesta required for execution.
"$250,000 in a bond posted with the securities commission and you just need to have a compliance officer. You could probably do it with a $400,000 budget a year to run an exempt market dealer."
| Step | What It Is | Time | Cost (CAD) | Degree? | Key Note |
|---|---|---|---|---|---|
| 4 — Complete Phase 1 | All DRs working under LTC's EMD must first be individually registered. Phase 1 is the prerequisite. | 5–8 months (do this first, in parallel) | See Phase 1 | NO ✓ | Mike and/or Michelle complete this before LTC can be registered as a dealer. |
| 5 — Hire a Chief Compliance Officer (CCO) | The EMD must have a qualified CCO who reviews all transactions, ensures regulatory compliance, and signs off on the firm's compliance obligations. They cannot be a first-year person — they need proven experience at a registered firm. | 1–3 months to recruit externally; 2–4 years to train internally |
$80,000–$150,000/year salary | CCO typically holds CIM or CFA — not required of Mike/Michelle personally. NO ✓ | Jared: "It's not just you and Michelle. You need full-time people to be your compliance officer. They need to be trained, they need to have experience." This is the biggest practical barrier in Phase 2. |
| 6 — Post the Capital Bond | A financial bond posted with the securities commission as a mandatory condition of EMD registration. This is a deposit, not a sunk cost — you get it back if LTC stops operating. | 2–4 weeks once capital is available | $250,000 (confirmed by Jared) | NO ✓ | Jared: "you don't need two and a half and five separately — you can just have the five and it covers the two and a half." Registering as both EMD and IFM at once means one larger bond covers both. |
| 7 — Apply for EMD Registration | Formal registration of Little Tree Capital as an Exempt Market Dealer with the provincial securities commission. Requires a compliance manual, governance documents, and legal support. | 3–6 months for application review | $5,000–$20,000 in legal fees | NO ✓ | Must register in each province where LTC wants to operate. Start with one, add provinces as AUM grows. |
| 8 — Ongoing Annual Operating Costs | Compliance software, regulatory filings, legal fees, CCO salary, technology, and annual audit. The cost of running LTC as a licensed dealer — a real business with real overhead. | Permanent — annual recurring | $250,000–$400,000/year | NO ✓ | Viable when LTC generates enough spread to cover it. At $200M AUM with 2% spread = $4M gross, this is ~10% of revenue. |
LTC creates and administers its own fund LP — the Reserve LP, the Holding LP, and any future funds — without needing Vesta's IFM license.
| Step | What It Is | Time | Cost (CAD) | Degree? | Key Note |
|---|---|---|---|---|---|
| 9 — Complete Phase 2 | IFM registration builds on EMD. In practice, LTC can apply for both simultaneously to save time. | Overlapping with Phase 2 | See Phase 2 | NO ✓ | Applying for EMD and IFM together at the same time is the efficient path. |
| 10 — Designate UDP and CCO for the IFM | The IFM requires an Ultimate Designated Person (UDP) personally accountable for fund compliance — this would be Mike. The CCO from Phase 2 can serve this role if they have fund management experience. | Concurrent with Phase 2 CCO hire | No additional cost if existing CCO qualifies | NO ✓ for Mike as UDP. CCO may need designations. |
Mike as UDP means Mike is personally accountable to the securities commission for the fund's compliance. This is real legal responsibility. |
| 11 — Post the IFM Capital Bond | Higher bond requirement than the EMD bond. If registered as both EMD and IFM together, one single bond covers both requirements. | 2–4 weeks | $400,000–$500,000 (Jared's estimate: "I think it's 400,000 or 500,000 — this is my guess") |
NO ✓ | This replaces the smaller EMD bond from Phase 2 — it is not in addition to it. |
| 12 — Apply for IFM Registration | Formal application to register LTC as an Investment Fund Manager. More complex than the EMD application — requires demonstrated fund governance policies, valuation procedures, and operational controls. | 3–6 months | $10,000–$30,000 in legal fees | NO ✓ | Once approved, LTC can form, administer, and operate its own fund LPs without Vesta's involvement. |
| 13 — Retain a Third-Party Fund Administrator | Even as a registered IFM, LTC still needs an independent administrator for NAV calculations and record-keeping. Jared uses SGG Fund Services. | 1–3 months to onboard | $20,000–$50,000/year | NO ✓ | This is not something to build in-house. SGG or equivalent is the professional standard. |
The final and hardest step. LTC manages the actual investments inside its own funds — including running the call option strategy that generates the 8% return. This is what Jared calls full self-sufficiency.
"If Little Tree was registered as a portfolio manager, investment fund manager, and exempt market dealer — that would be the golden ticket. That's when you guys are fully self-sufficient."
There are two qualification paths. The CFA path is faster but requires confirming work experience eligibility.
| Step | Detail |
|---|---|
| 14A: CSC | Already completed in Phase 1. ✓ |
| 14B: CIM — Chartered Investment Manager | The Canadian designation specifically designed to qualify for PM registration. Taken after CSC is complete. Format: Online, self-paced with multiple exams. Study time: 12–18 months. Cost: ~$3,500–$5,500. NO ✓ |
| 14C: 4 years experience at a registered PM firm | Mandatory. The securities commission requires this before approving PM registration. Must be at a firm that is already a registered Portfolio Manager. Jared's offer: "The people can come, they can work for Vesta, they'll get their experience at a registered entity." Cost: Salary during employment (you are working, not paying). NO ✓ |
| 14D: Apply for PM Registration | After 4 years experience. Time: 2–4 months processing. Cost: $5,000–$15,000 legal fees. |
| Step | Detail |
|---|---|
| 14A: CFA — Chartered Financial Analyst | International gold standard. 3 levels, 3 separate in-person exam sittings, approximately 300+ hours of study per level. Format: In-person exams at designated testing centres. Study time: 3–4 years. Cost: ~$3,500–$5,500 USD total. ⚠ DEGREE NOTE The CFA formally requires either a bachelor's degree OR 4,000 hours of relevant professional work experience. Mike's background as a founder and operator of multiple businesses may qualify — but this MUST be confirmed directly with CFA Institute before assuming it applies. |
| 14B: 2 years experience at a registered PM firm | Mandatory, but only 2 years rather than 4. The CFA's prestige reduces the experience requirement. Jared: "If you have someone with a CFA, then they can do it with two years of experience inside a firm." Cost: Salary during employment. NO ✓ (beyond the CFA requirement itself) |
| 14C: Apply for PM Registration | After 2 years experience. Time: 2–4 months processing. Cost: $5,000–$15,000 legal fees. |
From first course enrollment to complete self-sufficiency
| Phase | Goal | Key Requirement | Time from Start | Replaces | One-Time Cost | Annual Operating | Degree? |
|---|---|---|---|---|---|---|---|
| Phase 1 | Dealing Representative | CSC + EMP + DR registration under Vesta | 5–8 months | JF entirely | ~$2,500 | ~$600/year registration | NO ✓ |
| Phase 2 | LTC as EMD | Hire CCO + post $250K bond + apply | 12–24 months | Vesta's dealer license | $250K bond + $30K legal | $250–400K/year | NO ✓ |
| Phase 3 | LTC as IFM | Post $400–500K bond + apply | 18–36 months | Vesta's fund management | $500K bond + $40K legal | Covered by Phase 2 ops | NO ✓ |
| Phase 4 | LTC as PM | CIM (4yr exp) or CFA (2yr exp) + registered firm | 5–7 years | Vesta entirely | $5–6K designation | Absorbed into ops | Verify CFA ⚠ |
| Full Independence | 100% Indigenous-owned & self-licensed | All four phases complete | 5–7 years minimum | No dependency on Vesta or JF | $500K+ in bonds | $400K+/year | NO ✓ |
Jared said clearly: "If we want to work towards that, I shouldn't say if you could fast track it, you could do it in three. But like, it's going to take some time. And might as well start now. When's the best time to plant a tree? Yesterday."
Mike and Michelle doing the CSC course is something Jared said is worthwhile — not because the license is essential today, but because it removes operational friction as LTC scales and begins to have direct conversations with investors.
Jared's specific suggestion: find an Indigenous person who is already in finance — ideally with or close to a CFA — bring them into LTC's orbit, have them complete the experience requirement at Vesta, then move them to LTC as the registered Portfolio Manager. "If you can find someone, I'm happy to hire them at Vesta. They can get the licensing, they can get the time they need at the firm."
Jared's words: "By moving this forward, you're not making a decision that has any optionality that's reduced. You're not taking away anything. All you're doing is putting yourself into a situation where you're going to get some more real, tangible experience." Starting with a service agreement with Vesta today does not prevent LTC from building toward full independence tomorrow.
Jared said "at least five years minimum" for the PM path. The table above shows why: the designation takes 1–4 years, and the mandatory experience clock doesn't start until you're inside a registered firm. The earliest realistic scenario — a person with a CFA starting at Vesta today — would produce a registerable PM in 2031. More realistically: 2032–2033.
Nathan G is an Indigenous wealth management professional who built and ran a $350M AUM practice. He has no relationship with Vesta or JF. He spoke freely. What he said changes the negotiation.
Servicing on the back end, navigating compliance, explaining fiscal instruments to clients — it's a fungible thing. It's easily commodified. I can say from personal experience it's one that with fairly deliberate effort, one could easily replace those elements within a year.
"Over time it gets increasingly commodifiable, it gets increasingly easy to replace."
— Nathan G"That's not replaceable in the short term, and I would argue not even close in the midterm. And I'll use long term very loosely — it would take years, maybe a decade plus, to regenerate what you already have. If they even could."
— Nathan GNegotiate a declining share for Vesta over time — a "ladder" built into the contract from day one. As LTC builds capacity and relationships deepen, Vesta's proportional take should decrease automatically. They will resist this. That resistance is the proof it matters.
Norton Rose flagged this issue. Jared described it in technical terms. Nathan gave the clearest plain-language explanation of exactly where the legal boundary sits.
Nathan described an alternative path that LTC has not yet considered publicly. It is worth understanding — not as a recommendation, but as negotiating context. The existence of this alternative changes LTC's leverage with Vesta immediately.
| Factor | Big Bank Path | Vesta Equity Path |
|---|---|---|
| Client ownership | LTC owns all client relationships — contractually | Unclear — must be negotiated in writing |
| Mobility | LTC can move banks and take all clients | Constrained by equity agreement |
| Compliance cost | Bank absorbs entirely | Paid from LTC's spread (reduces net to LTC) |
| Revenue split | LTC keeps 54% of management fee | LTC keeps what's left after equity share and fees |
| Equity given up | None | Up to 25% discussed |
| Exit complexity | End employment arrangement | Full buyout negotiation required |
| Time to start | Weeks (no fund formation) | Months (fund formation, LPAs, etc.) |
| Indigenous ownership | 100% from day one | 50–75% depending on equity split |
Michelle said after the call: "What's great about Jared and Vesta is that they are a family boutique with proven history. That's kind of the value add and flexibility." That is correct. The big bank path trades Vesta's flexibility for institutional trust and simpler client relationships. Both matter. The point is that LTC has options — and Vesta knows it.
Nathan has passed the CSC. He described exactly how long it takes and what the realistic range is.
"From scratch with retrospect, I could probably clock that out in two months if I was really just only doing that. And that's with no previous knowledge of it."
— Nathan G"I was working a full time job raising young kids and I got it done in like six months. And I could have done it faster."
— Nathan G"Especially with the sort of tools that AI tutoring could provide. Really easy to generate quizzes and flashcards and all kinds of stuff. The barrier of entry that I faced is going to be even lower for you."
— Nathan GNathan confirmed: "It'd be really easy to get and also only one of you would need to get it. You'd only need someone on the team for the purposes of handling the sales side piece." Mike and Michelle agreed to study together and hedge the bet. One passing is sufficient.
IIROC and MFDA merged in 2023 into a single regulator: CIRO. Nathan: "It's CIRO securities. And I think they still have the CSC embedded within them. So actually not much has changed. They just kind of combined houses." The correct license to pursue is: CIRO Securities.
After the Nathan call, Mike said: "Norton Rose — I know they're objective, but it's still a Vesta contact ultimately."
This is worth noting in the context of structuring the partnership agreement. Norton Rose was introduced to LTC through Jared. They do work for Vesta on other matters. Their legal advice on the fund structure is high quality and their lawyers (Tommy Wong, Barry Segal) have been transparent and helpful throughout.
However: for the specific question of how to structure LTC's partnership agreement with Vesta — including client ownership clauses, non-compete language, and equity terms — LTC should consider engaging independent legal counsel who has no relationship with Vesta or JF.
Nathan was proposed as an advisory resource for this purpose. Mike said: "I'm willing to pay Nathan for a block of hours just to compensate him. I think he's got an objective perspective."
"He knows a lot about what we need right now. He has the same values as us in terms of wants that wealth generation. I think he would be a worthy person for us to have on our side."
— Michelle Bryant, post-call"There's no gatekeeping. There's only possible synergies, which I love."
— Mike David, post-callNathan raised a point that is not widely discussed in the LTC materials to date. It belongs on the record.
The 6% tax-exempt note is a powerful instrument. But it is not always the optimal long-term strategy for every investor.
Tracking progress toward CIRO registration, deal closure, and internal wealth management buildout.
Four proposed structures compared side-by-side. Adjust the global inputs to see real-time earnings across all scenarios.
Michelle & Mike take 55%, JF/Jared take 45%. Mike and Michelle cut increases to 60% at the $40M AUM milestone. Includes a dilution clause for new partners.
100% LTC equity. Vesta is paid for their work at $1,200/hr plus a startup fee. JF is paid for his work as a contractor — no equity for either.
Company A: Wealthy Indigenous entrepreneurs — the first agreed-upon structure. 25% equity split for all four partners (Mike / JF / Jared / 4th slot), $20M target. Company B: Band councils & trusts, $100M+ target — 100% owned by Mike & Michelle. Vesta and JF are paid for their services. Investor type determines which company.
100% LTC equity. Vesta service agreement. JF receives 25% of net profit from personally-introduced clients — permanently. Attribution rule: first introduction = permanent ownership. Optional $2,500/mo draw floor.
Creating a win-win solution that has flexibility.
The only scenario where 100% Indigenous ownership is real from day one. No equity to unwind, no future buyout conversation. The structure is clean permanently.
He gets paid for what he actually does. The $60K founding fee covers the year of structural work. Ongoing service fees match every other Vesta client relationship. Pre-agreed exit terms give him the certainty he asked for.
His 25% is entirely his own — earned on clients he personally sources, permanently. If he closes the Cree Nation at $100M, that's ~$493K/year, every year, from one relationship he built. That is a business.
The only scenario that reflects what she actually brought. Her words on March 5: "Someone getting immediate equity on something they didn't help create — it doesn't make sense." Scenario 4 is that principle in practice.
The compensation principle is the same for everyone: you earn on what you build. Nobody rides on someone else's relationships. And 100% Indigenous ownership is not a goal to negotiate toward — it is the starting point.
Regardless of which scenario is chosen, these three clauses must be drafted in writing before any agreement is signed.
Italics = stage direction. Regular text = what Mike says.
[Opening — after greetings]
"JF — thanks for sending that over, seriously. Me and Michelle read it carefully and we really appreciate you and Jared taking the time to put something together. It shows a lot of good faith and honestly it got us thinking even harder about how to make this right for everyone.
So we want to come back with something. And I think when you hear it, you're going to see that we actually kept the spirit of what you proposed — we just want to show you a version that we think pays out better for everybody.
Can I walk you through it? And then let's open it up — I want to hear your reactions as we go."
[Natural pause — let them say yes, go ahead]
"Okay so here's how we're thinking about it.
Me and Michelle want to keep LTC 100% Indigenous owned. That's not us being greedy — that's the mission. That's literally what we're selling to the nations we're going to talk to. We need to be able to look a band council in the eye and say this is ours. If we can't say that, we lose the thing that makes this whole product different from what the banks are already offering.
So that's the starting point. Everything else builds from there."
[Pause — short. Check the room.]
"Does that land? Like, does that make sense as a starting point?"
[Let Jared or JF respond briefly.]
"Good. So from there — the question we kept asking ourselves was how do we make sure everybody who's building this with us is genuinely rewarded for what they bring. Not just a flat split. Actually rewarded for their specific contribution.
And that's where we landed on something that I'm really excited about — especially for you JF.
Your 25% stays. We didn't touch that number. What changes is what it's attached to."
[Pause. Let that land. JF will likely ask what that means.]
[JF asks — "what do you mean?"]
"JF — you're coming in as a profit sharing partner. That's how I want you to think about your role in this.
Not a contractor. Not a commissioned salesperson. A profit sharing partner.
Here's what that means in practice. Instead of 25% of everything — including clients Michelle brings, including clients we bring through the nation relationships — your 25% is tied to every client you personally open the door to. Every single one.
And it's not a one-time thing. It's not a commission that pays out once and disappears. As a profit sharing partner, every year that client stays in the fund, you get 25% of the net profit from their capital. Permanently. No expiry. No ceiling.
So if you close the Cree nation — and I genuinely believe you will — and let's say they come in at $100 million. That's roughly $500,000 a year, every year, straight to you. Just from that one relationship. That you built."
[Pause. Let the math land.]
"And that grows with the fund. If they add more capital, your share grows with it. That's what a profit sharing partnership looks like — your effort, your relationships, your income. The bigger you build, the more you make.
Does that make sense so far, or do you want me to keep going and we'll do questions at the end?"
[Let them choose. Give them control of the pace.]
[If they say keep going — continue. If questions start, answer them and re-enter here.]
"Jared — for you and Vesta, we want to do this the right way. You've put a year into this. The structure you built, the Norton Rose relationship, the knowledge you've shared with us — that has real value and we want to honour it properly.
So we're proposing a founding fee that covers that work. A flat service agreement going forward for the platform, the signing, the compliance — all the things Vesta does. And a pre-agreed exit number for the day we eventually bring those licensed functions in-house. Clean, agreed upfront, no surprises.
The way I see it — you get paid accurately for what you do, which is a lot. And you have a defined, honourable exit when the time comes."
[Pause.]
"What's your gut reaction to that Jared?"
[Let Jared respond.]
[After Jared responds — close the pitch.]
"Look — here's the big picture for me.
What we're building is genuinely historic. There is no Indigenous-owned investment fund in Canada doing what we're doing. The nations are ready. The capital is there. Michelle's relationships are there. JF, your Eastern Canada pipeline and your role as a profit sharing partner — that's real. Jared, the infrastructure is there.
The only thing that can slow this down is us not being clear with each other. And this structure — everybody earns on what they build, nobody earns on someone else's work — that's the kind of alignment that actually keeps a partnership together long term.
So I'm not coming to you with this as a take it or leave it. I'm coming to you because I think this is the version where we all win. And I want to hear what you think."
[Open the floor. Don't fill the silence.]
Based on everything shared across all calls. This is the honest read.
He will not say yes or no on the call. That is not his style — he said on April 2 he needed to talk to Jared privately before responding to anything. He will say something like "I need to think about this" or "let me sit with the numbers."
But his tone by the end will be different from his tone at the beginning. If Mike delivers this cleanly — acknowledges the email, keeps the 25%, names the profit sharing partner title, says the Cree nation number out loud, and confirms the existing pipeline counts — JF will leave the call calculating upside rather than defending against loss.
That is the best possible outcome for this meeting. A yes comes in the follow-up. The goal of this call is to send JF away doing math, not nursing a grievance.
If JF asks directly: "So Jared — are you okay with this? You're not getting equity either?" and Jared hedges or expresses any ambivalence, JF will use that to reopen the equity conversation.
Mike should ideally have a brief, private conversation with Jared before this meeting to confirm alignment. Not to script Jared — just to make sure Jared is not hearing the full proposal for the first time at the same moment JF is. Jared being genuinely settled and positive when he speaks will do more for JF's acceptance than anything else in the room.
Five scenarios Mike has to be ready for. Identified, mapped, and planned against before the April 9 meeting.
JF collects his first year’s profit share, then walks — taking his client relationships and approach activity to a competing fund. His pipeline becomes someone else’s revenue.
Nathan’s brief and JF’s pipeline reference significant capital in band council accounts — but no LP subscription has been signed. The Cree nation relationship exists; the capital commitment does not yet.
Vesta introduces AUM-linked fees or increases its annual platform cost as the fund grows — eroding LTC’s net spread at exactly the point when it’s most valuable.
JF and LTC both claim sourcing credit for an LP. The Cree nation, for example, was flagged by JF — but also sits within Mike’s existing network of nation relationships. Who gets the 25%?
AML/KYC processes, LP subscription documents, or the LPA take longer than expected. Every month without capital deployed is a month without spread revenue — and a month where JF’s pipeline cools.
Tactics, analysis, and strategic positioning — based on the Abraham Method and the full record of this negotiation.
Every communication, in sequence. Read in full before strategizing.
Hi everyone,
Looking forward to our conversation Wednesday. We appreciate the transparency on the end goal and we're happy to be part of the journey.
Following last week's meeting me & Jared had a conversation around percentage splits. We recognize the importance of reputational risk and we would like to propose a different compensation model:
On-reserve would be Michele & Mike
Vesta would be Jared & J-F
We start at 55% on-reserve / 45% Vesta which would move to 60% on-reserve / 40% Vesta if the on-reserve partners bring $40M in assets under management ("AUM") in the first 12 months of the partnership.
If in the future we bring additional on-reserve partners the existing on-reserve partners would be dilute at a pace of 2x versus Vesta. In English, if Carol Ann would join us and 15% was given to her then 10% would be taken from On-reserve and 5% from Vesta. (10% is 2x versus 5%).
Jared proposed a finders fee to whoever brings the AUM, I'm obviously not against it but that would need to be a consensus by all. Because we'll operate under 2 model (the 6% product where we make +/- 2% and a referral model to Blackrock where we'll likely make much less, maybe in the 0.4% -0.8% range). Maybe instead of using a fixed amount the referral fee could be a percentage of the profit in the first year generated by the AUM.
Separation clause, we're happy to help you build and mentor our future replacements but when the day comes that LTC will take over the asset management a partner buy-out clause will kick in where LTC will buy Vesta's share of future profits. We'll let Norton Rose make a proposal based on what they currently see as the industry standard and we'll use that as a starting point for our conversations.
Hi JF, Jared, Michelle, and Mike,
Thank you for this, JF. What you've sent is not a small thing — it's a serious, considered proposal from someone who is genuinely invested in seeing this work. That deserves a serious, considered response. Not a reactive one.
And that is precisely why we are writing today.
Mike and Michelle have read your email carefully. The substance of your proposal — the structure, the split mechanics, the separation clause, and the framing of the finder's fee — all of it is on the table and being worked through with the attention it warrants. This is not a situation where we can do justice to the conversation in a call that was put together before your proposal existed.
The most expensive thing any partnership can do is rush a foundational conversation. The second most expensive thing is have that conversation without both principals fully aligned on their own position first.
We need to move our call from tonight to next week.
This is not a delay. It is the opposite. It means Mike and Michelle are taking your proposal seriously enough to prepare a proper response — one that is complete, considered, and worth your time on the call. You deserve to come to that table knowing the people across from you have done the work.
Let me know which days work best for you next week (after 4:30PM PST) and I will send you all an invite.
The goal of that call is not to negotiate on the fly. It is to come in with clarity, with a counter that respects what you've built, and to move toward a structure that all parties can be proud of — and that can carry the weight of what this fund is meant to become.
Thank you for your patience and your continued commitment to getting this right.
Tiffanie
Any day after 4h30pm PST works with me
Hi Tiffanie,
I don't see JF's email as a serious considered proposal, but more as a starting point for a discussion. I think meeting sooner rather than later and talking through the issues is going to get us going quicker. The trick here is not to have everyone develop a hardened stance and then come together to hammer into a partnership — the point of these calls is not to negotiate but to discuss the issues, make sure we put an agreement together we all want to partner into. I would suggest we keep the meeting time and make the most out of discussing the issues and if we don't settle on a plan, at least move incrementally closer to that goal.
Hi Jared,
Thank you for this. The spirit you are describing is exactly the one Mike and Michelle want to bring to the table and it is genuinely appreciated.
Before Mike went to sleep last night (this morning our time), he and I connected and he asked me to make sure this conversation gets the runway it deserves. Given the time difference in Bali, he will not see any of these messages until early tomorrow morning his time and I know he would not want to walk into a meeting of this importance without proper preparation and advance notice.
Mike's calendar is clear tomorrow at the same time, and I would have loved to make that work. But I know that tomorrow does not work for you, and I do not want to schedule something that requires your presence without your availability.
With that in mind, the earliest we could bring everyone together properly is Monday. If that works for you and JF, I will lock it in today and make sure Mike and Michelle are fully prepared and ready to have exactly the kind of conversation you are describing. No hardened stances, no hammering. Just the right people, in the right room, with enough clarity to move this forward decisively.
Could you confirm if Monday after 4:30 PM PST works for you and JF? I will coordinate on Mike and Michelle's end and send a calendar invite as soon as I hear back.
Thank you for your patience and for keeping the energy of this exactly where it needs to be.
With appreciation,
Tiffanie
He publicly downgraded JF's proposal. Not privately to Mike in a one-on-one call. In front of the entire group — JF included. "I don't see JF's email as a serious considered proposal, but more as a starting point for a discussion."
JF's email opened with: "Following last week's meeting, me and Jared had a conversation around percentage splits." JF framed it as a joint position. Jared has now, in front of everyone, separated himself from that framing and reduced JF's carefully constructed 55/45 proposal with a 2x dilution clause to a casual starting point.
That is not a small move. That is Jared publicly confirming in writing exactly what he told Mike privately on April 5.
The private Jared call on April 5 told you Jared was separable from JF's equity position. This email confirms it in writing, in front of JF, with JF's name on the email chain. That is a significant gift to Mike's negotiating position. If JF comes to the next meeting still defending 55/45, he is doing it over Jared's stated public objection.
The dynamic on the next call just shifted. JF and Jared are no longer a unified front — and everyone in the thread now knows it. JF will have read this email. He knows Jared distanced himself. That creates a tension between them before the call even starts.
Do not reverse the reschedule because Jared asked. The week Mike and Michelle are buying is genuinely valuable — for alignment, for preparation, for the Nathan consultation, for the counter-offer to be clean and considered when it lands. Jared's preference for sooner is understandable from his perspective. It is not a reason to give up the preparation time.
The response to Jared should be warm, acknowledge his framing generously — because his reframing of JF's email is genuinely useful — and hold the reschedule without friction. Something like: "Really appreciate this, Jared, and the collaborative spirit is exactly the right frame. We want to make sure Mike and Michelle come to that conversation ready to move forward decisively — Tiffanie will confirm the day this week."
That response takes his framing and uses it to justify the preparation time he was trying to prevent.
Jay would not reschedule. Jay would not counter-offer. Jay would not negotiate at all — not yet.
Jay would reframe the entire game before anyone picked up a piece.
Jared just handed Mike something extraordinarily valuable and nobody in the thread has used it yet. Jared publicly called JF's proposal "not a serious considered proposal." In writing. With JF on the copy. That means JF is now negotiating without his anchor. His 55/45 has been publicly demoted to a starting point by his own supposed co-presenter.
"You are not in a negotiation. You are in a positioning moment. The person who defines the frame wins before a word is spoken."
Not to negotiate. Not to discuss numbers. To do one thing: confirm the separation.
Jay's principle — know your true allies before you walk into any room. Jared has now signalled publicly that he is not joined at the hip with JF. But signalling and confirming are different things. The call is short. It is warm. The only real question is:
That call does two things. It confirms Jared's real position. And it makes Jared feel respected and seen as an individual — which makes him a quiet ally in the room rather than a neutral party.
Jay's principle — never let your offer arrive before you do. The reschedule holds. The response to Jared is generous, warm, and says nothing about what is coming. It uses his own language — collaborative, exploratory, no hardened stances — and turns it into a reason to prepare properly.
He has now told them what he wants the meeting to feel like. Mike agrees with that feeling. Mike just disagrees with the timeline. Hold the reschedule. Use his framing. Deny him the urgency.
This is the most important Jay move and the one most people miss.
Jay never leads with what he wants. He leads with what everyone in the room gets. His concept of the Strategy of Preeminence — the advisor who acts in everyone's best interest, including people who are technically on the other side — applied here means: Mike opens the meeting not by saying "here is our counter to your 55/45" but by painting the picture of what this becomes if the structure is right.
He has now made the pie so big that arguing over percentages of a small pie looks embarrassing to everyone in the room.
Jay's core insight: "People do not resist what they help create, and they do not fight what they can see is in their own best interest."
He would not say: "We are countering your 45% with a profit-share model." He would say:
He is not taking equity away. He is showing JF why the profit-share model makes him richer if he performs. That is Jay's leverage — not confrontation, but clarity of interest.
Jay would say Jared is the easiest conversation in the room if handled correctly. Jared has already told Mike what he wants: a founding fee, a defined service agreement, and a pre-agreed buyout number. Jay would formalise that as a gift, not a concession.
Jay's principle — make the exit as attractive as the entry. Jared already said he would accept this. Mike gives it to him with warmth and generality first, and Jared becomes the social proof that the deal is fair, which softens JF's resistance.
"This is not a complication. This is the opening you needed. Jared just publicly broke formation with JF. He told you in writing that JF's proposal is not his position. Use that. Not against JF — for Jared. Call Jared today, confirm the service agreement, and walk into that meeting with one partner already aligned. The social proof of Jared accepting will do more to move JF than any counter-offer you could write."
The question was what Jay would do. What Jay would do is refuse to play the game that JF set up, reframe the stakes to a size that makes percentage arguments feel small, lock in Jared privately before the meeting, and walk into the room as the person who is building something — not the person who is responding to someone else's proposal.
He would make the pie so undeniably large that arguing about the slice feels like the wrong conversation to be having.