Ondo Finance faces control dispute after founder's death

According to the complaint filed in Delaware Chancery Court, Allman was the CEO, sole director, and controlling shareholder at the time of his death in May. His voting power passed to his estate, and control could not be immediately exercised until his mother, Kathleen Allman, was formally appointed personal representative through Hawaii probate proceedings on June 26.

The estate alleges that before probate concluded, De Bode wrongly asserted automatic succession to the CEO role and used a voting agreement to elect himself as the sole director. The estate claims these actions were invalid as Ondo's bylaws required board action to fill a CEO vacancy. De Bode's actions included hiring advisors, approving performance grants, and attempting to appoint another director.

After gaining the authority to vote the estate's shares, Kathleen Allman initially attempted a cooperative transition, reaffirming De Bode as president and requesting corporate information. However, the estate claims De Bode and the company's outside counsel refused to recognize her actions or provide the requested records. Subsequently, Kathleen Allman expanded the board, appointed new directors, and on July 24, voted to remove De Bode from all company positions, appointing herself chair and interim CEO.

De Bode, in a statement, called the estate's claims "meritless" and stated that the board has worked diligently to engage constructively. He added that the company has the support of key stakeholders and the current leadership team remains committed to Allman's vision. The estate characterizes Kathleen Allman's leadership as transitional, aimed at stabilizing governance while a successor is sought and ensuring business continuity. They are seeking an expedited ruling due to the potential impact of governance uncertainty on contracts and expenditures.