Scenario: Founder secretly controls the SPV’s board/directors and can push through actions (share movements, waivers, bylaw changes) without a truly independent check.

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

If the founder quietly controls the SPV board, they can bypass protections—moving shares, waiving rights, or approving side deals—without a real independent veto.

We need board composition, “reserved matters,” and signing rules that force an independent co‑sign on anything that matters.

Legal Vulnerabilities

• SPV governing docs let the founder appoint/remove a board majority.
• No reserved matters list requiring independent consent (re‑registration, asset transfers, amendments, related‑party deals, financings, custodian/TA changes).
• Quorum can be met without an independent; written consents allow actions with zero oversight.
• Related‑party transactions policy missing; founder can approve self‑dealing.
• Founders remain whitelisted signers on custodian/TA instructions (no dual‑key).
• SPV purpose‑lock absent or editable by simple board vote.
• No removal/replace mechanics for independent director; vacancy lets founder act alone.
• Weak status‑quo/specific‑performance hooks to stop unauthorized actions quickly.
• Arbitration/venue unclear; easy to forum‑shop to a founder‑friendly court.

Regulatory Risk