Header - S#08 / SPV Governance Capture · Owner - Lukas · Date - 2025-09-07 · Version - v1 · Pass-Fail - Pending

Problem statement - Founder quietly controls the SPV board and can move shares, waive rights, or amend bylaws without a real independent check. We need board design, reserved matters, and signing rules that force an independent co-sign on anything that matters.

Legal vulnerabilities

• Founder can appoint or remove a board majority; no independent supervisor with veto.
• No reserved matters list requiring independent consent for re-registration, asset transfer or pledge, amendments, related-party deals, financings, or TA/custodian changes.
• Quorum can be met without an independent; actions by written consent allow zero oversight.
• No related-party policy; founder can approve self-dealing.
• Founders remain whitelisted signers at TA/custodian; no dual-key.
• Purpose-lock absent or editable by simple vote; no removal-replacement mechanics for the independent.
• Weak status-quo/specific-performance hooks; unclear venue enables forum shopping.

Regulatory risks

• If you market “independent governance” but it is not real, that looks like a misstatement during issuance or resource allocations. If a captured SPV approves equity-looking payouts, regulators can argue securities drift.

Market precedents

• Failures - structures lacking an independent, reserved matters, and dual-control ops.
• Survivals - structured-finance-style SPVs with independent vetoes and two-key controls, plus TA/custodian alerts that block unilateral moves.

Proposed mitigations

• Board and independence - at least one independent supervisor or trustee; quorum requires the independent; specified actions need their affirmative consent; removal only for cause with replacement by DAO or external nominator.
• Reserved matters - independent consent for any share movement or re-registration, asset transfer or pledge, bylaw or charter amendment, related-party transaction, custodian or TA replacement, equity-like debt, waivers, and exit approvals.
• Dual-key execution - founders not on signer list; all TA or custodian instructions need independent plus counsel co-sign; TA must reject changes absent dual-sign and a final non-appealable order.
• Purpose-lock and conflicts - no transfers back to founders or affiliates; related-party policy requiring disclosure and independent approval.