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Power struggle erupts at Ondo Finance after founder’s death

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A bitter corporate control fight has erupted at Ondo Finance, a tokenized real-world asset issuer, following the death of founder Nathan Allman earlier this year. His estate has accused former President and current CEO Ian De Bode of improperly seizing control while probate proceedings temporarily left the founder's controlling voting stake in limbo. Three Delaware Chancery Court filings now ask a judge to determine who lawfully controls the company and to bar extraordinary corporate actions until the dispute is resolved.

Nathan Allman died in May as Ondo's CEO, sole director, and controlling shareholder. His voting power became part of his estate and could not 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 Allman's voting stake and the cause of his death.

The estate alleges that before probate concluded, De Bode wrongly claimed he automatically became CEO under Ondo's bylaws, elected himself as sole director through a voting agreement, and began taking corporate actions. These actions included 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, appointing herself to the board and adopting an interim policy to allow ordinary business operations. She 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 outside counsel refused to recognize her actions or provide the requested 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 her leadership as transitional, aimed at stabilizing governance while the board searches for Nathan Allman's long-term successor. The estate is seeking to preserve the status quo and ensure the business continues operating without interruption.

In emailed comments, De Bode called the lawsuit regretful and said the claims are meritless, asserting that the board has worked diligently to engage constructively with the estate. He emphasized that the company continues to have the support of key stakeholders, including lead investors and the Ondo Foundation. De Bode stated that the current leadership team remains fully committed to Ondo and to Nate's vision for a more open, inclusive financial ecosystem.

This governance dispute highlights the vulnerabilities that can arise when a founder dies without a clear succession plan. The outcome will likely set a precedent for how controlling stakes are handled during probate in closely held companies. A Delaware court ruling could clarify the validity of board actions taken during the governance vacuum, shaping future corporate control battles in the crypto and tokenization sectors.