Sharing competing offer letter marked as "confidential"

Question

A friend of mine (for real, not me) received an offer letter from two tech firms in Silicon Valley. Let's called one X and the other Y.

X's offer letter has a better salary and sign-on bonus. However, my friend prefers to go to Y. Y is willing to match X's salary and sign-on bonus, but wants proof in the form of the offer letter. However, X's offer letter is marked "confidential". My friend did not sign an NDA before going in for an interview.

Under these circumstances,

1. Can my friend share X's offer letter with Y?
2. Does there have to be an NDA signed with X before the offer letter is considered actually confidential?

Answer 1

Confidential does not have any legal weight in most places without a formal agreement. You can't just send someone something and mark it confidential.

But handing it over would be a breach of the company (that actually has given an offer) expectations. And there is no guarantee that the other company will better the offer, they have just 'said' they will.

Generally they shouldn't be asking and you shouldn't be giving. Personally I wouldn't, it's a sign of weakness to acquiesce in a negotiation regarding a matter where your honesty is questioned by demanding proof. And if word got out you share documents given in good faith, that's a terrible reputation to have.

Answer 2

Salary negotiation can be summarized as follows:

“We’re willing to pay you x.”

“I’d be willing to accept x+2.”

“We’ll only go as high as x+1”

All the reasoning and justifications that go in between only serve to fill gaps in an otherwise very uncomfortable exchange. The idea of needing proof of some extraneous details about other prospects is ridiculous, imho. As some of the other answers have suggested, they probably didn’t believe you when you mentioned your other offer and they think they can call your bluff and get you to accept less.

I would think whether or not you actually produce a piece of paper with a number on it is likely irrelevant. What they want to know is “can we get a better deal?” And you can tell them the answer is no without having to share confidential documents.

I’m afraid I’m not at liberty to share official correspondence from [company x] but I give you my full assurance that the offer is real.

Answer 3

Your friend didn't sign an NDA with company X, so if they show company X's document marked "confidential" to company Y, and company X finds out, can company X sue them? Probably not.

Could company X blacklist your friend, though? Entirely possible, and justifiable.

And even if company X never finds out, company Y, upon seeing the document marked "confidential", now knows that your friend is willing to breach a company's confidentiality. And if your friend is willing to do it once, well, you get the picture. It's not a good signal to send (to put it mildly).

Note that this answer isn't in any way specific to offer letters or salary negotiation -- the reasoning here holds for any document marked "confidential".

Answer 4

As Kilisi said, there is no legal problem in the absence of an agreement, but a minor chance of some blowback.

However, I don't view it as weak if your friend complies with the request. I think it's completely reasonable for a hiring company to not be able to take your friend's word on face value, as the company barely knows them. If your friend can provide some documentation that allows some certainty about what they are saying, that makes sense to me.

From my perspective, the truth of the situation is the real bargaining power here. There is no need for smoke and mirrors to try to develop some sort of power move by not acquiescing and trying to obfuscate matters. It logically doesn't make sense to me.

I mean, they may believe your friend anyway, in which case they may match, or they may not believe your friend, in which case they won't match. So there is no upside, and only potential downside. What could possibly be the upside here?

My take is, company Y doesn't have to offer to salary match, but they are offering it conditionally. Your friend is not forced to take them up on the offer.

Some people consider the idea of salary matching itself to be unethical. I don't think that's inherently true.

If your friend is fabricating offers that don't exist, which some people do, that is certainly unethical.

If your friend is using offers that they have absolutely no intention of accepting, that is unethical.

If your friend is being truthful, and without a salary improvement the company will likely not be chosen, that it is perfectly acceptable to let the other company know (especially if they've asked). They can elect to match or not match based on that.

So yes, some negotiating tactics are questionable. But if all parties are being truthful, I don't see a grey area here.

Answer 5

You didn't give any info as to where this (may have) occurred, but as a general principle I think an NDA on a job offer would be difficult to enforce, because the offer doesn't contain anything proprietary or that would be viewed as a corporate secret. To me, the larger issue is moral or ethical if the interview was intended to be used as leverage to obtain a better offer from another firm.

Answer 6

"Y wants proof in the form of (seeing) the offer letter"

Run away from Y. Do not even respond to them in any way. Ghost them.

• This behavior from Y is so unprofessional, so far outside the industry norms, that I would suggest it is likely it is some rogue idiot at Y who said that.

• It is so bizarre, so unprofessional, it could well be some sort of scam. So, the party at Y who said this: for some reason just wants to see the format (or whatever) of the X letter, perhaps see who is involved, perhaps learn something about a product or team at X, etc.

You must not be seen to be even vaguely involved with anything like this.

Get as much distance from it as possible.

What would I do personally? I would perhaps actually tell the folks at X about this bizarre behavior.

I would do it on the phone so there's nothing in writing. (You don't even want to be associated with anything so bizarre / irregular / unprofessional.)

"Steve, funny thing happened. As you know I have many offers. Someone at Y actually told me they wanted to see your written offer. Obviously I just ghosted them from then on. I wanted to mention this to you because it was just so unprofessional I wanted to assure you that, obviously, I would never do that as no sensible person would ever do that! Weird huh?"

The situation is so bizarre I'm not even sure what's best.

You have to think of your future reputation. So, "when Y asked to see a confidential letter from a competitor what did you do?" You're going to have to "have an answer" to that for your whole career. As I say, I'd just ghost Y from then on, you can't be associated with anything like that.

Strange stuff.

Some further points of confusion.

"NDA"

The term "NDA" has been mentioned a couple of times on this page. There is utterly no connection, whatsoever, in any way, to "NDAs" with anything under discussion here.

'Ethics' and 'Morals'

There's no involvement with "morals" here. Check a dictionary.

There's really no "ethical" issue. (For example, it's "unethical" for lawyers to discuss certain issues.)

It's more a matter of "professionalism", "industry standards" or "business-like behavior".

For example, when I was a youth, I once accidentally spoke about a client - not knowing one of the client was in the elevator! It wasn't "unethical", just "stupid".

Letter stamped confidential

It's like a shop putting up a sign "You may not shoplift."

Of course you treat it confidentially.