Scenario: An exit (M&A/IPO/asset sale) is signed, but there’s a dispute over what the SPV is entitled to receive (price adjustments, earn‑outs, escrows, side deals, consideration mix, timing).

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

The deal closes (or is close to closing), but value for the SPV gets contested through purchase‑price adjustments, earn‑out disputes, oversized escrows, side payments, or narrow definitions of “Sale of Company.”

If the buyer and founder disagree with the SPV (or collude), cash can be delayed or diverted. Street needs documents and a workflow that lock the economics, expose leakage, and resolve disputes fast.

Legal Vulnerabilities

• Sale‑of‑Company definition too narrow (misses asset/IP/licensing/affiliate deals) → value leaks outside the waterfall.
• No‑leakage covenant absent → founder side payments (retention, consulting, non‑compete, MIP) reduce “price.”
• Drag‑along without fairness/process conditions → SPV forced into unfair terms.
• Escrow/indemnity oversized; vague release tests → buyer slow‑pays.
• Earn‑out KPIs subjective or under buyer’s control; no neutral expert path.
• Stock‑for‑stock consideration without collar/walk‑away → exchange‑ratio games.
• No stockholder‑rep mechanics → execution frictions, missed elections.
• Waterfall math not attached; working‑capital adjustments uncapped or ambiguous.
• Information rights weak → SPV cannot review banker books, comp, or side letters.

Regulatory Risk

• Misrepresentation optics if resource redeployments occur while exit economics are disputed or undisclosed.