Scenario: Founder forms or quietly seeds a NewCo, moves people/IP/customers or funnels new contracts there, starving OpCo (where the SPV holds equity) and diverting exit value away from the SPV.

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

Street Constraints: tokens not securities · no contractual profit/dividend rights · DAO resource allocations are discretionary only · 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#08 Governance Capture (SPV sign off for reserved matters, dual‑key). S#08
• S#05 Exit Valuation Manipulation (no‑leakage, broad Sale‑of‑Company, aggregation, fairness). S#05
• S#09 Founder Side‑Deals (sweep back founder benefits; MFN; disclosure).
• S#04 Buyer Wants Clean Cap (buyer acknowledgments, cap‑snapshot/no‑issuance).
• S#03 Dilution (protective provisions, pre‑emptive, anti‑dilution).
• S#07 Exit Dispute (waterfall, expert determination, escrow discipline)

Problem

The founder uses a new vehicle to compete with or replace OpCo: staff are poached, code is forked, customers are switched, and assets or opportunities are routed to NewCo. The SPV’s value (tied to OpCo) drops, and exit value leaks.

If the founder builds the “real business” in a side vehicle, the SPV’s shares are left holding an empty bag. We need hard IP/employee/asset‑transfer fences and fast remedies.

Legal Vulnerabilities

• Weak or missing PIIA/assignment‑of‑inventions; code and inventions sit with the founder or contractors instead of OpCo.
• No (or non‑enforceable) non‑solicit/no‑hire → key team walks to NewCo; customer non‑solicit missing.
• Corporate opportunity not protected; founder can route deals to NewCo; no conflicts policy or approvals.
• Trade‑secret hygiene poor (no access controls, logging, NDAs) → easy misappropriation.
• Reserved matters missing; founder can approve asset/IP transfers or licenses without an independent veto. (See S#08.)