Value Through Enforcement

The Global Enforcement Framework

Table of contents:

• Part 1: Salutary’s Enforcement Philosophy

• Part 2: Strategic Considerations (start of legal framework)

• Part 3: Salutary’s Enforcement Tools (the legal roadmap)

• Part 4: Salutary's Enforcement Architecture (what our contracts require)

• Part 5: The Standard Acquisition

• Part 6: The Hostile Acquisition

This document describes how Salutary's globally enforceable M&A framework operates. The Salutary Master Services Enforcement Agreement (MSEA) is predicated on this process.

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Part 1: Salutary’s Enforcement Ethos

If you don't make the most money by creating the most value, then parasites thrive. The incentives must be aligned with positive behaviors, or positive behaviors won't manifest. This begins with the tokens: corrupt assets have produced corrupt incentives, leading to corrupt behaviors.

Change incentives = change outcomes. Value can accumulate in a business asset only when there is accountability; accountability is synonymous with enforceability.

Salutary aligns owner and tokenholder incentives for fundamentals by allowing the token to forcibly effect a change of control (COC) over the issuing business. The business is valuable because it produces cashflows, the token is valuable because it controls the business. The value of a token is what it does. Salutary tokens… do things. Enforceably.

There is nothing more important to Salutary than aligning tokenholder and business incentives around fundamental value creation. For this to occur, the token must be a credible, accountable vehicle to control the business that issues them.

This means there is nothing more important to us than enforcement of COC (M&A) events. If we don’t have enforcement, we don’t have token alignment with business fundamentals.

Tokens won’t express fundamentals if they provide “meh, only if I feel like it” M&A transactions. Our goal is for Salutary tokens to be institutionally ownable assets: this document describes how we accomplish this.

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NOTE: Market pricing mechanisms operate independently of Salutary's enforcement framework.  Neither Salutary nor its partners guarantee any correlation between token price, business performance, or enforcement proceedings (if necessary). Pricing is determined by market forces and may not reflect business intrinsic value.

Nothing in this document is legal, tax, or investment advice

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The Nature of Enforcement

Incentives can exist onchain, enforcement cannot.

• Incentives can be digital: "If you do this, there is economic reward."

• Enforcement is necessarily a physical, atoms-based construct: "If you violate this, there are kinetic repercussions." (E.g. jail, where you are physically placed inside a box) 

You cannot be made to do things digitally. "Made to" means otherwise there are physical punishments; this does not exist in the domain of bits, but the world of atoms. Distributed databases do not undo canons of contract enforcement. Our assets may reside onchain, but we do not.

An investable business asset MUST have both incentives AND enforcement: Salutary tokens are the only crypto assets with both.

Investability doesn't come without accountability, which demands enforceability. An asset is only investable when the issuer of the asset is accountable to it in some way. Think of any company-issued asset and what its accountability looks like and how it manifests.

Bonds have covenants. Stocks have controlling teeth. What do tokens have? This is a problem. This is what Salutary definitively addresses.

Just because you have a stick, doesn't mean carrots don't often work; however the credible threat of the stick must be there - when it is, behaviors materially change. For example:

When you have a nuclear weapon, you don’t need to use it to elicit the behaviors you want, you only need to demonstrate that it works and you will use it if needed. Simply the awareness of the weapon causes the game theory and strategy of the dynamic to change. But if called on to detonate, it must work. You must be willing to Go There if someone crosses a redline for the redline to be respected. Similarly, the market must believe Salutary M&A votes constitute acquisition events, not acquisition suggestions. If the enforcement of valid Salutary M&A is in doubt, we cannot expect the tokens to adequately align with business fundamentals. 

If it doesn’t work in the most-hostile environment, then it doesn’t work. Salutary is engineered to work in hostility. So much so that bad faith actors hopefully don't see a point in starting a problem in the first place. Peace through strength.

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NOTE: Salutary tokens are “change of control” instruments that facilitate the transfer of company assets under certain ownership percentages. There are no promises of profit, cashflow claims, or dividends that accompany them. Neither Salutary nor its partners guarantee any correlation between token price and business performance. Pricing is determined by market forces and may not reflect business intrinsic value. Enforcement actions may produce substantial market volatility.

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Suggestions vs Votes

We use the term “vote” erroneously in DeFi; a vote is something you have to do. However, there is no real enforcement for anything in crypto - who’s making you implement governance actions you dislike? Crypto does not issue voting tokens, but suggestion tokens. Without enforcement, what you have is a "suggestion token" that runs on hope; it is not a voting/controlling token that is backed by rights.

A Delaware court makes sure corporate governance votes are not merely providing stock suggestions, and this is precisely why PE firms can own the assets. Just ask Carl Icahn how he does his thing. 

Salutary tokens are M&A voting tokens. We enshrine rights that institutions require to take a position in an asset. Once the market understands the tokens are now genuine control vehicles for businesses, incentives change, and behaviors follow suit. An institutionally legible asset has the ability to attract institutional capital.

When creating value is how you make the most money, then value creation will be ascendent. When honest activities yield the most reward, then honest behaviors become the norm. Salutary creates a healthy feedback loop for the market and owners. The word "salutary" literally means "healthy".

We do it by combining battle-tested international legal frameworks with our innovative token-driven acquisition model to create a new value-driven standard for tokens. The following sections explain how we enforce our contracts globally and ensure M&A events are respected across jurisdictions.

Enforceability → Accountability → Investability

Token ownership threshold → change-of-control M&A rights → transfer of corporate control of business and assets

Not reinventing law → binding Singapore arbitration → global enforceability via New York Convention

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Part 2: Strategic Considerations

Salutary’s transfer process is designed to effect changes in control, not ownership; this is an important securities distinction. Securities facilitate ownership changes and Salutary is not transferring ownership, as a legal matter.

We're not asking courts to recognize tokens as ownership assets, nor are they with Salutary. Instead, tokens act as legal triggers for a “change of control” event that places the business and its assets into a Salutary-made foundation, and the foundation is then transferred to the acquirer. This “change of control” mechanism is a crucial distinction that makes our model legally robust while allowing the tokens to become business-aligned instruments.

We assess partner jurisdictions based on enforcement reliability and strategic importance. We will work to establish and maintain personal relationships with courts and direct paths for dispute reconciliation that will strengthen over time. We use the most-efficient and reliable routes available in each jurisdiction to ensure compliance with M&A events.

Important: Salutary follows the letter of the law as it pertains to international rules surrounding asset transfers. We deploy well-known legal structures and cross-border enforcement treaties to accomplish our M&A events. We follow the same protocols as any cross-border corporate contract. Any risks or shortcomings here are not Salutary specific, they are part of the nature of global enforcement. There is nothing novel in respect to how Salutary upholds its contracts.

Private equity firms, hedge funds, and multinational corporations use the same cross-border frameworks as Salutary to protect their rights and contractual obligations globally. We're bringing this proven approach onchain. Our framework is built on established international law, with enforceability rooted in legal precedence, not technical complexity or wishful thinking. This process makes sure everyone behaves honestly and is held accountable for their actions, including us! This document may seem intense, but it’s our hope we rarely need to deploy it.

We are not reinventing any legal wheels, we are simply applying them to a domain that has never seen a tire before.

A note on compliance: businesses partner with Salutary because they want to partake in this value-creating framework. The voluntary opt-in nature of Salutary acts as a self-selection for partners that should embrace our process, as they are explicitly endorsing it when partnering. We are not forcing this on them, they are welcoming it. 

Peace through strength. Value through accountability. Accountability through enforcement.

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Part 3: Salutary’s Enforcement Tools

The enforceability of Salutary contracts rests on two powerful international legal frameworks: The New York Convention and Bilateral Investment Treaties. Both serve distinct purposes in protecting our rights, those of our partners, and execution of M&A events. Salutary is a Singapore Private Limited Company. 

Please note: as the legal environment evolves, so will we. The only thing that’s permanent is change. We will adapt to hurdles as they arise. Salutary reserves all rights available under applicable law and may deploy additional remedies as circumstances warrant.

All Salutary corporate actions are governed by Singapore law, resolved via Singapore International Arbitration Centre (SIAC), and enforceable globally under the 1958 Convention on the Recognition and Enforcement of Foreign Arbitral Awards (the New York Convention). That’s 170+ jurisdictions of enforceability. 

1. The New York Convention (primary path) and RECJA

The 1958 Convention on Recognition and Enforcement of Foreign Arbitral Awards (New York Convention) is the backbone of modern international commercial dispute resolution. With over 170 signatory countries, it ensures that arbitration awards from one country are enforceable in another. When a company partners with Salutary, they agree to binding SIAC arbitration provisions; these judgements are cross-border respected via NY Convention enforcement. We use a proven international framework that's facilitated trillions in global trade.

The NY Convention is the primary route for cross-border enforceability of our contracts. The Reciprocal Enforcement of Foreign Judgments Act (RECJA/REFJA) will also be used as expedient (applicable to commonwealth countries).

2. Bilateral Investment Treaties (BITs)

BITs are defensive tools used when state actors interfere with legitimate commercial rights. Salutary does not leverage investment treaties for ordinary disputes.

BITs provide an additional layer of enforcement protection, which is particularly valuable in jurisdictions where commercial contract enforcement might face challenges, or where NY Convention procedures are not as reliable. Singapore's extensive BIT network gives us access to investment-protection mechanisms. This is useful if Salutary experiences potential government interference or discriminatory treatment. BITs will be a secondary enforcement route, should we need it.

NOTE: BITs serve as a defensive mechanism when Salutary or its partners face discriminatory treatment or expropriation by state actors. We do not use BITs for standard commercial disputes; they exist solely to protect against government interference with valid business operations.

Enforcement Limitations and Discretion

While Salutary maintains robust enforcement capabilities, we operate within practical and legal constraints:

• All enforcement actions are subject to applicable law and commercial feasibility

• Salutary reserves full discretion in selecting enforcement methodology based on jurisdiction, asset location, and cost-effectiveness

• No guarantee of successful enforcement exists in all jurisdictions. Some countries may present insurmountable legal or practical barriers (something we will adapt to accordingly)

• Enforcement timelines vary significantly by jurisdiction and cannot be guaranteed

This framework represents Salutary's standard procedures. Actual enforcement will depend on specific facts, applicable law, and financial considerations. Salutary maintains full discretion in enforcement decisions and will use commercially reasonable efforts, where lawful and economically practicable, within legal frameworks to enforce certified acquisition events.

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NOTE: Salutary's role is limited to certification of legitimate acquisition events and administrative legal enforcement assistance. We verify threshold crossing, validate token accumulation, and coordinate the legal transfer process. We are not principals in the transaction. Any dispute or claims made against Salutary must be resolved by individual SIAC arbitration seated in Singapore; class or representative actions are expressly waived. Secondary-market purchasers have no privity with Salutary. Forward-looking statements are inherently uncertain and actual outcomes may differ.

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Part 4: Salutary's Enforcement Architecture

Our contracts are engineered for global enforceability and adaptability. They’re architected to leverage NY Convention, RECJA, and BIT frameworks, prioritizing the most-efficient path to enforcement in every jurisdiction. This framework reflects current legal analysis and may be updated as regulatory environments evolve. All enforcement actions remain subject to applicable law at time of performance. 

Here's how on overview of how we structure and implement our partner agreements:

Core Contract Elements for the MSEA
Every Salutary MSEA agreement includes the following stipulations:

Salutary reserves final authority to certify acquisition legitimacy.

• Mandatory SIAC Arbitration Clause and Singaporean governing law

• • Explicit consent to SIAC jurisdiction

  • Clear scope of arbitrable matters (everything related to a COC event)

  • Emergency arbitrator provisions

• Enforcement consent under the NY Convention (cross-border enforceability)

• Waiver of sovereign immunity.

  • This prevents the counterparty from claiming they can't be sued because they are linked to a government.

• Explicit consent to cross-border asset disclosure for enforcement.

• Explicit recognition of tokens as acquisition vehicles.

  • Tokens are defined as legally binding asset-transfer vehicles under Singapore law.

  • Jurisdictional adaptability: Standards tailored to partner’s location and regulatory requirements, as needed.

  • Tokens supersede any equity control. The equity becomes an explicitly junior asset to Salutary tokens in respect to change of control of the business and assets.

• Force Majeure & Regulatory Safeguards

  • Force Majeure limited to:

• Change in law making specific performance illegal

• War/terrorism directly preventing asset access

• Natural disaster preventing operations >72 hours

• Court order specifically prohibiting transfer

• Regulatory changes that would expose Salutary to liability

  • Including but not limited to: material changes in applicable law, international sanctions, or banking/financial infrastructure disruptions preventing performance.

• Regulatory shift protocols: Eg. if a jurisdiction changes laws for crypto mid-process:

  • Jurisdiction shift: Relocate enforcement to a NY Convention-compliant jurisdiction.

  • Termination rights: Exit clauses with compensation mechanisms if enforcement becomes impossible.

Explicit Force Majeure exclusions: blockchain forks, network congestion, technical difficulties, market volatility, or asset price changes shall NOT constitute force majeure.

• Token Accumulation Legitimacy

  • Acquirer identity verified by Salutary pre-enforcement

  • Token accumulation audits to confirm compliance with contractual thresholds.

  • KYC/AML performed as required by jurisdiction for legal transfer of business assets

  • Anti-Gaming Provisions

    • Procedures to invalidate acquisitions if counterparties manipulate token holdings or vote. E.g. flash-loan votes or other invalid acquisition actions.

    • Salutary may employ blockchain forensics, pattern analysis, AI, and coordination detection algorithms. Attempts to manipulate acquisition thresholds through wash trading, flash loans, or coordinated action will result in immediate disqualification and potential legal action.

Forensic-Review Extension: If Salutary reasonably determines that additional forensic work is required to validate token accumulation or voting integrity, all related response deadlines are extended to accommodate the review.

Additional Proactive Measures

• Regulatory Radar: Continuous monitoring of jurisdictions for relevant law changes.

• Asset Maps: Continuous asset profiles (location and amounts) maintained as part of Salutary financial audits and reporting.

• Dispute Insurance: Optional coverage for partners in high-risk jurisdictions (for later version of Salutary).

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Part 5: The Standard Acquisition

Salutary’s enforcement process combines legal precision with operational readiness. Here’s how we ensure seamless transition when an M&A event occurs under normal conditions:

Pre-Enforcement Phase

• Document token threshold crossing and legitimacy of token accumulation and vote

• Verify acquirer and documentation as needed (as required by jurisdiction)

• Prepare transfer documentation and foundation preparation process

• Engage local regulatory network (if necessary)

• Acquirer selects one of three options regarding intent to continue business operations and the treatment of minority tokenholders.

  • This process is documented here: Minority Tokenholder Protections. This applies to all M&A events.

Completion

• Timely execution of transfer is top priority for Salutary

• Foundation conversion preparation and execution

  • Asset transferred into new foundation structure

• Transfer technical control of the new foundation structure to new acquirer

• Management transition planning and processing

• Update regulatory filings (if necessary)

• Provide periodic, accurate updates, in a manner and frequency legally warranted

Fiduciary Disclaimer: Salutary’s participation on any interim multisig or temporary asset custody is purely mechanical; no trust, agency, or fiduciary duty is created or implied.

If the COC event turns hostile (hostility defined as either side resisting valid legal procedures or becomes recalcitrant), Salutary will begin proceedings to:

• Initiate Singapore SIAC arbitration (primary path) under NY Convention.

• Deploy asset preservation strategies: Freeze orders, escrow controls, and blockchain-based token locks.

• Engage management transparently and publicly to minimize operational disruption.

Continued in Part 6: The Hostile Acquisition

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Part 6: The Hostile Acquisition

If either party resists the transfer of assets after a valid, certified “change of control” vote, it will be considered a hostile event from Salutary’s perspective. Salutary follows a strategic enforcement framework based on the jurisdiction of the combative party in question. Below, we outline how we approach enforcement across various scenarios. Please note: this is only an outline, and is not itself the MSEA legal document.

All enforcement actions remain subject to cost-benefit analysis and commercial reasonableness standards. Salutary will not pursue enforcement where costs would materially exceed recoverable value or where local conditions make enforcement not feasible. We will do what we can to proactively avoid such situations, but cannot guarantee against them. Forward-looking statements are inherently uncertain and actual outcomes may differ.

Partners contractually agree to reimburse all enforcement costs, including legal fees, arbitration expenses, and public communication costs, on a full indemnity basis. Salutary has incentives in place to discourage non-compliance; however should that fail, we will attempt to enforce the COC.

Please note: this is a live framework that adapts to changing circumstances. It will evolve as the environment does.

All hostile events will include:

• High-profile public awareness to notify tokenholders of enforcement proceedings

  • Salutary will provide prominent transparency via mediums including but not limited to online social media and media outlets. This will always be grounded in factual accuracy.

  • NOTE: Salutary will issue factual, counsel-reviewed updates regarding enforcement proceedings through appropriate channels. All communications will be limited to verifiable facts directly relevant to enforcement proceedings. No defamatory or misleading statements will be made. 

• Parallel criminal escalation efforts where appropriate.

  • Referral to appropriate authorities if evidence suggests violations of criminal law, subject to prosecutorial discretion.

• Investors will be publicly updated on the process and how Salutary is fighting to complete legitimate acquisition events.

• Class-Action Facilitation Clause: Salutary will facilitate investor access to relevant information should any choose to individually pursue the recalcitrant party; individual or collective legal remedies remain solely at tokenholders’ discretion.

• Salutary always knows who our counterparties are. If fraudulent actions are taken, factual disclosures will be made public regarding them.

NOTE: All public statements by Salutary are limited to good-faith factual reporting and exclude speculative or defamatory content. Salutary will employ all lawful means to enforce legitimate change-of-control events. All public-facing communications concerning an enforcement action will be issued exclusively through counsel-reviewed fact sheets.

Contract Enforcement for NY Convention-Aligned Jurisdictions (90%+ of cases):

• Process: SIAC arbitration win → Local court enforcement (cross border) → Asset transfer.

• Documentation submitted of COC event to legal contacts

• Special considerations:

  • Optional Freeze + Escrow Back-stop: Where onchain freeze tooling is technically feasible, Salutary may deploy it. Additionally, Salutary will have already established a Reserve Completion Wallet holding tokens of both partner and acquirer; we will draw from this as needed and it will be used to incentivize completion.

  • Asset-preservation orders issued to local legal network/regulators

  • Parallel crypto/fiat recovery to circumvent jurisdictional delays.

• Emergency measures as needed (eg. Mareva injunction, local asset-freezing orders)

Commonwealth Jurisdictions

• Direct enforcement under The Reciprocal Enforcement of Foreign Judgments Act (REFJA/REFJA)

• Rapid recognition of Singapore SIAC judgments via this route

State-Driven Challenges (BIT Pathway)

BITs are last-resort tools when states intervene. We always prefer collaboration over confrontation.

• Trigger: Government action blocks enforcement (e.g., voids tokes/agreement).

  • Process:

    • ISDS arbitration under Singapore’s BIT network.

    • Diplomatic engagement to align state interests with Salutary’s resolution.

• Government-relations strategy to expedite process if necessary

• Cooling-off period management: BITs sometimes require a waiting period (typically 3-6 months) before arbitration can commence. During this period, Salutary will:

  • Gather additional evidence

  • Secure key witnesses

  • Document any continuing violations

  • Engage in settlement discussions, if productive

  • Prepare parallel enforcement strategies

    • Standard commercial arbitration

    • Local court proceedings where strategic

    • Regulatory complaints where applicable

    • Referral to appropriate authorities for criminal proceedings if evidence suggests violations of criminal law, subject to prosecutorial discretion. 

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Why Salutary Works

• Legal Depth: Combines established corporate global framework with robust contractual obligations. Salutary’s legal network will only grow stronger and more connected in time, making acquisitions an increasingly streamlined, defined process.

• Operational Excellence: Pre-mapped assets and strict enforcement policies leave us as prepared as one can be

• Transparency: Partners and investors receive real-time updates, ensuring market confidence.

We hope this is unnecessary, but should it be needed, we will be ready. Salutary believes only if something works in the most-hostile environment, does it truly work. We prepare for the worst so you can expect the best. When creating value and acting honestly produces the most-prosperous outcomes, then honest actions become ascendent. We hope to accomplish this with the MSEA and our global path to enforcement.

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RISK DISCLOSURES & DISCLAIMERS

Salutary tokens are "change-of-control" governance instruments that may, at predefined thresholds, facilitate an enforceable transfer of business assets. They do not confer any rights to profit participation, dividends, revenue shares, or any guarantee of market valuations. Neither Salutary nor its partners make any representation that token price will correlate with business performance. Market pricing is determined by independent actors and may not reflect intrinsic value.

Enforcement of acquisition events remains subject to applicable law, commercial feasibility, and jurisdictional constraints. Salutary reserves sole discretion in selecting enforcement methodology based on cost-effectiveness and legal practicability. No guarantee of successful enforcement exists in all jurisdictions. If enforcement actions prove unlawful, expose the company or its principals to disproportionate risk, or become economically impracticable, Salutary reserves sole discretion to suspend, modify, or decline proceedings.

All disputes arising under this Framework are subject to individual arbitration under SIAC Rules in Singapore. Class, collective, or representative actions are expressly waived.

Salutary provides administrative enforcement services only and exercises no investment discretion, custody functions, or fiduciary duties toward any party. The Parties agree that neither Salutary nor any vehicle formed under partnership is intended to be, or shall be deemed, an “investment company” within the meaning of the U.S. Investment Company Act of 1940.

Salutary does not undertake, and Partner expressly disclaims any expectation of, fiduciary duties, or advisory services regarding regulatory compliance, business strategy, tax strategy, or legal guidance. Salutary does not provide digital payment token services as defined under Singapore Payment Services Act. All token-related activities remain solely with Partner. Salutary does not provide financial advice under the Singapore Financial Advisers Act or Securities and Futures Act. All investment decisions remain with relevant parties.

This information is for educational purposes and is not an offer of securities nor is it legal or tax advice. Tokenholders should consult their own advisors regarding the implications of any acquisition event.

Any protections described herein are contractual governance mechanisms, not guarantees of economic outcome. They are designed to create procedural fairness and transparent processes, not to ensure any particular market result or token valuation.

Salutary documentation may contain forward-looking statements regarding potential acquisition scenarios and enforcement mechanisms. Actual results may differ materially due to factors beyond Salutary's control.

This document is proprietary to Salutary Pte. Ltd. and subject to the terms of the Master Services & Enforcement Agreement.

Contracts may be amended to comply with evolving law. If modifications are made, Salutary and partners will issue public communication. Tokenholders should rely only on the latest version of partner contracts available in the Partner Portal.

This draft supersedes all prior public drafts; content may change without notice. 

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Build for Weight

More Salutary documentation found here.