Updating the OpCo Foundation’s Operational Capability

[bertani]

Overall, I support the intention to update the scope and boundaries of the OpCo to better align with the newly proposed Arbitrum Aligned Entities (AAE) structure. As the ecosystem evolves, it makes sense to refine roles and responsibilities to ensure better governance and operational clarity.

However, I’d like to emphasize that the effectiveness of these updates will depend heavily on how well the AAE framework is actually implemented. A clear and enforceable AAE structure is essential not only for shaping a viable execution plan for the SOS objectives but also for defining the operational details of OpCo in a sustainable way. Further thoughts on the AAE framework here.

That said, I have some concerns around how the proposal addresses the issue of conflicts of interest—something that is endemic to DAO governance and must be handled with more rigor. In particular:

• Restrictions Around Council Elections:

@Arbitrum

Proposed Fix: An individual will be entitled to run as a candidate for the election. No single organisation should be overly represented in the OAT. There should be no more than 1 candidate associated with a single entity. No candidate with conflicts of interest that would prevent them from acting in the best interests of the ArbitrumDAO which include, but not limited to: affiliates with direct Arbitrum competitors, proven histories of exploiting projects and others. It will be up to the current OAT to enforce the above policy, and if a candidate is excluded from the election, then the rationale must be publicly disclosed to the ArbitrumDAO. If the DAO disagrees, they can initiate a vote with a non-constitutional quorum to overturn the OAT’s decision to exclude a candidate.

The proposed changes seem to reduce safeguards against conflicts of interest rather than strengthen them. The previous criteria around elections and eligibility were more appropriate in preventing problematic overlaps and preserving independence.
While I recognise the previously agreed terms limit access to valuable contributors, I think the relevance of OpCo within the DAO calls for clear boundaries.

• Declaring Conflicts of Interest:

@Arbitrum

Proposed fix: All OAT members are required to publicly disclose actual conflicts of interests (e.g., employed by a competitor) at the time of proposing themselves as a candidate for the OAT election. Potential conflicts of interest should be privately declared, when required and if elected as an OAT member, with the OAT council. If the remaining OAT council believe it is indeed a conflict of interest, then the conflicted OAT member will be excluded from voting.

The proposal underestimates the potential conflict posed by personal or institutional token holdings. A large stake in a competing project—even if there is no formal working relationship—can significantly bias decision-making. These situations should be treated with the same seriousness as direct employment with a competing project.
I suggest for holdings to be disclosed and considered in the evaluation when they represent more than 25% of one’s portfolio.