Header - S#12 / Buyer Refuses SPV Distribution · Owner - Lukas · Date - 2025-09-07 · Version - v1 · Pass-Fail - Pending

Problem statement - Buyer refuses to wire the SPV its share of proceeds, pushes oversized or discretionary escrows, asserts offsets, or demands alternate routing to founders, delaying or bypassing the SPV and blocking DAO payouts.

Legal vulnerabilities

• Payee ambiguity in SPA or funds-flow enables “alternate routing.”
• Overbroad conditions precedent or open-ended KYC without deadlines.
• No no-set-off or netting guardrails allows withholding beyond objective caps or tests.
• Weak acknowledgment that SPV is a normal shareholder lets buyer cite “tokenholder risk.”
• Leakage via founder side letters or retention fees starves the SPV.
• No stockholder-rep mechanics creates “execution risk” pretexts.
• No fast path to compel payment (arbitration or specific performance gaps).

Regulatory risks

• Misrepresentation optics if DAO resource allocations continue while consideration is disputed or withheld.
• Securities-drift optics if comms imply entitlement to fixed allocations when the SPV has not been paid.

Market precedents

• Deals with objective escrow tests, caps, RWI instead of large holdbacks, and expert determination release faster and avoid “slow-pay” tactics; buyers who accept SPV as “one normal shareholder” stop insisting on token-related conditions.

Proposed mitigations

• Buyer acknowledgment + payee clarity - SPA rider states SPV is a single shareholder; buyer has no obligations to tokenholders; funds-flow names SPV accounts; no alternate payee without SPV consent.
• Payment mechanics with teeth - no-set-off (except narrow scheduled items), default interest and daily per-diem, and specific performance via NY emergency arbitration.
• Escrow discipline - cap escrow, use objective release tests with 20 to 30 day expert determination; prefer RWI to shrink holdbacks.
• KYC/AML binder - deliver complete SPV KYC pack pre-sign (UBO, certificates, opinions).