A bitter corporate control fight has broken out at tokenized real-world asset issuer Ondo Finance following the death of founder Nathan Allman earlier this year, with his estate accusing former President and current CEO Ian De Bode of improperly attempting to seize control of the company while probate proceedings temporarily left its controlling voting stake in limbo.
Three Delaware Chancery Court filings asked a judge to determine who lawfully controls Ondo Finance and to bar extraordinary corporate actions until the governance dispute is resolved.
The lawsuit centers on the period immediately after Allman's death in May.
According to the complaint, Nathan Allman died as Ondo's CEO, sole director and controlling shareholder, but his voting power became part of his estate, meaning it could not immediately be exercised until his mother, Kathleen Allman, was formally appointed personal representative through Hawaii probate proceedings on June 26.
The public filings have redacted both the size of Nathan Allman's voting stake and the cause of his death.
The estate alleged that before probate concluded, De Bode wrongly claimed he automatically became CEO under Ondo's bylaws, elected himself as the company's sole director through a voting agreement and began taking corporate actions, including hiring advisors, approving performance grants and attempting to add another director. The complaint argues that the bylaws required board action to fill the CEO vacancy, making those actions invalid.
After gaining authority to vote the estate's shares, Kathleen Allman initially sought a cooperative transition rather than immediately removing De Bode, the filings said.
“Kathy Allman’s decision to file a lawsuit is regretful. This course of action is clearly not in the interests of the company, its stockholders, the team, or the Ondo ecosystem. The board has worked diligently to engage constructively with the Allman estate to date and will continue to do so going forward,” Ian De Bode, CEO of Ondo Finance, said in emailed comments to CoinDesk.
“Importantly, Ms. Allman's claims are meritless, and that will come through clearly in court. The company continues to have the support of key stakeholders, including its lead investors and the Ondo Foundation. The current leadership team remains fully committed to Ondo, its clients, the Ondo ecosystem, and Nate's vision for a more open, inclusive financial ecosystem. We look forward to putting this matter behind us,” he added.
According to the complaint, Allman appointed herself to the board, adopted an interim policy allowing ordinary business operations to continue, reaffirmed De Bode as president and requested basic corporate information, including a shareholder list, while expressing a desire to work collaboratively.
The estate said those efforts failed after De Bode and the company's outside counsel refused to recognize her actions or provide the requested corporate records. Kathleen Allman subsequently expanded the board, appointed new directors and, at a July 24 board meeting, voted to remove De Bode from all company positions while appointing herself chair and interim CEO.
The filings characterize Kathleen Allman's leadership as transitional rather than permanent, arguing that her objective is to stabilize governance while the board searches for Nathan Allman's long-term successor and ensure the business continues operating without interruption.
The estate is seeking an expedited ruling because uncertainty over who controls the company could affect contracts, expenditures, equity issuances and other corporate decisions, the filings said.
The court has not ruled on the allegations, and the filings reflect only the estate's version of events.
The Ondo Board of Directors said in a separate emailed statement that it “remains committed to our founder Nate Allman's belief that onchain markets are the future of finance. We are focused on serving our community without interruption, and empowering our people to maintain our momentum, as we search for his successor.”
The company announced earlier this week that it had appointed former Blockchain.com executive Adam Schlisman as chief financial officer.
Read more: Ondo Finance hires former Blockchain.com CFO Adam Schlisman