Scenario: After an exit is announced (or closes), tokenholders/plaintiff firms file a class action alleging the project misled the market (e.g., “tokens ≈ equity,” “X% of company,” hidden side‑deals, paying out while disputes were live). Suit targets the company, SPV, and founders; buyer may hold back proceeds pending resolution.
Jurisdictions: Delaware (OpCo), Offshore (SPV/DAO), 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.
Related prior stress‑tests to lean on:
S#01 (disclosures/dual‑key)
S#02 (BK optics, pause rule)
S#03 (no %‑language; dilution comms)
S#04 (buyer-facing clean cap, acknowledgments)
S#05 (fair‑value, no‑leakage, expert)
S#06 (regulatory reclassification; auto‑pause + swap)
S#07 (exit disputes; pause; expert fast‑track)
S#09 (founder side‑deals; MFN; disclosure)
Plaintiff firms argue the project implied equity‑like rights or concealed exit terms. They cite tweets/AMAs (“backed by shares,” “we own X%”), payout timing during live disputes, side‑deal leakage, or unclear waterfall math. Lawsuits add delay, cost, escrowed proceeds, and reputational damage—exactly when you need clean execution.
If communications sounded like ownership or profit rights, or if you paid while terms were unclear, plaintiffs have a story. You need design, comms, and process that never create that story—and a playbook if someone tries.