Any Bare Trust (SPV entity) that Odin sets up to hold shares is a brainless, dormant entity existing solely for the purpose of facilitating syndicated entry into deals which would otherwise necessitate a disparate group of typically micro and small angel investors investing directly onto the cap table.

It exists for no other legal function, and other than the Syndicate Terms, the only other agreement to which it is party is the investment instrument pursuant to which it contracts and holds the shares on behalf of a syndicate. It generates no income and has no assets of its own, so there’s not really any practical reason for a claim to be brought against it.

Any claim against the SPV by any third party could therefore only be made pursuant to either the syndicate agreement or the investment instrument.

So a claim could only be made by Odin (who wouldn’t pursue a claim against itself), another syndicate member, the investee company or another shareholder in the investee company (pursuant to any shareholder arrangements to which the nominee is a party).

The only party from that list where there is a remote scenario of pursuing a contractual claim against the nominee would be, In the opinion of our lawyers, the investee company and the only type of claim we can think of, of any relevance, where the Nominee may be sued through the negligence, wilful default or fraud of an underlying syndicate member is where that syndicate member has knowingly committed proceeds of crime/laundered money as its investment funds and the SPV has perhaps warranted under the investment instrument that funds committed under its name are clean.

This is a very narrow scenario indeed. In that circumstance, Join Odin Limited as platform operator would have its own direct recourse to the investor under the platform T&Cs due to a material violation of terms of use of the platform.

Notwithstanding such recourse, the SPV is not able to sue the syndicate member for cash. Its sole recourse is to that member’s investment, which in the very narrow circumstances described above is justified.

Any reliance on this protection in practice from a business perspective may not necessarily be in Odin’s commercial interest, but ultimately in providing a single entity for many deals by way of business, this is a very basic, very narrow protection which remainsin place for the benefit of the SPV in its appointed function.