Scenario: Acquirer insists on 100% equity (common in acqui‑hires/strategic buys). They require the SPV to be bought out or waived, shifting leverage to the founder–buyer deal and sidelining DAO/tokenholders.

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

Street Constraints: tokens not securities; no contractual profit/dividend rights; token 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#04 Buyer wants clean cap table (drag/tag, buyer acknowledgments, cap‑snapshot) S#05 Exit valuation manipulation (fair‑value, no‑leakage, collars, expert) S#07 Exit event dispute (waterfall math, escrows, expert determination, stockholder‑rep) S#03 Company issues more equity (no‑issuance between sign/close; MFN/info rights) S#09 Founder side‑deals with buyer (aggregation + sweep‑back of side payments; MFN)

Problem

Buyer’s term sheet requires 100% control at close. They press to (i) exclude the SPV, (ii) force a buy‑out at a low price, or (iii) require waivers that neuter SPV protections. Street must convert this into a standard single‑holder buy‑out on fair terms without dragging tokenholders or the DAO into the buyer’s legal perimeter (they never contract with the buyer). (See clean‑cap mechanics in S#04 and fairness/no‑leakage in S#05.)

Legal Vulnerabilities

• No drag‑along/tag‑along or narrow “Sale‑of‑Company” → buyer routes around or excludes SPV. S#04
• No buyer acknowledgment that SPV is a normal shareholder; buyer demands unwind/waivers. S#04
• No cap‑snapshot / no‑issuance covenant → last‑minute cap moves before close.
• No fair‑value gate / expert path for a forced buy‑out → under‑pricing risk. S#05
• Side‑deal leakage (retention/MIP/non‑compete/rollover) diverts value from purchase price.
• Weak stockholder‑rep mechanics → buyer cites “execution risk,” insists on founder‑only control.

Regulatory Risk

• If the SPV is sidelined while tokens trade, misrepresentation optics (“backed by equity” but excluded) → inquiry/halts; pause resource allocations. S#04
• Securities‑drift optics if comms imply tokenholder entitlement during a forced SPV buy‑out → keep tokens non‑equity, DAO discretionary, and pause during dispute. S#05

Market precedents