Scenario: Founder + acquirer deliberately structure an exit at an artificially low value (or with hidden value elsewhere) to minimize what the SPV receives.

Jurisdictions: Delaware (OpCo), Offshore (SPV), Switzerland (likely buyer seat)

Street Constraints: tokens not securities; no contractual profit/dividend rights; resource allocations are discretionary via DAO; founders keep operating control; independent co‑sign governance.

Owner / Date / Pass‑Fail: Lukas / 2025‑09‑07 / Passed

Problem

The company gets sold, but the deal is engineered to look cheaper than it really is (e.g., side payments to founders, heavy earn‑outs, stock‑for‑stock with a weak collar, or IP sold separately). The SPV’s payout is smaller than the true economic value.

You don’t want a buyer and founder to hide value off to the side or push it into terms that don’t flow to the SPV. Street needs hard clauses that force a fair price and expose any hidden value.

Legal Vulnerabilities

• No drag‑along conditions tied to fairness (drag forces SPV to accept any price).
• Sale of Company definition is narrow, letting value leak via asset/IP/licensing side deals.
• No fair‑value / third‑party valuation or fairness‑opinion requirement.
• No‑shop/go‑shop terms favor a single bidder; no market check.
• Stock‑for‑stock deals lack collar or price protection; exchange ratio manipulable.
• Earn‑outs/escrows/holdbacks capture value but are discretionary or controlled by buyer; release tests vague.
• Side letters (founder retention, non‑compete, consulting, MIP) divert value away from the purchase price.
• SHA lacks SPV consent for conflicted exits.
• Weak information rights; SPV can’t see banker books, comp agreements, or side payments.
• Waterfall math risk: consideration allocation and fees reduce SPV’s slice before it ever sees cash.