CIP-73
Title: General Authorisation & Confidence Mandate to Sell CoW DAO’s Stake in MEV Blocker
Author(s): Kowrigan
Status: Voting
Created: 2025-10-22
Simple Summary
This CIP asks CoW DAO to reaffirm the mandate that the core team, through CoW Foundation and its subsidiaries, has to negotiate and execute a sale of MEV Blocker on CoW DAO’s behalf.
Motivation
MEV Blocker was jointly launched in collaboration with beaverbuild.org in April 2023. MEV Blocker extended CoW DAO’s mission to protect crypto users from bad outcomes and, in a very short time, gained significant traction (frequently topping 4% of all Ethereum transactions). The project has also benefited CoW DAO financially, generating over 1680 ETH (split between CoW DAO and beaverbuild.org) in under 2.5 years.
Despite its success, recent exciting developments in the DEX market have led the core team to prioritise their time on the growth and development of CoW DAO’s original two products: CoW Protocol and CoW Swap. This, coupled with the fact that core team members have been approached by interested buyers over the lifespan of MEV Blocker, have led to the conclusion that now might be a good time to explore a sale of MEV Blocker on behalf of CoW DAO.
A sale of CoW DAO’s stake in MEV Blocker at a fair price would streamline operations, reduce non-core overhead, and convert MEV Blocker’s current value into treasury assets that can be reinvested toward developing CoW DAO’s core business.
A sale to a qualified team – one with the interest, energy, and skillset needed to steward the development of MEV Blocker far into the future – is in the best interest of CoW DAO, given the high degree of trust that users, searchers, and builders have placed in the product to-date.
CoW Foundation and its subsidiaries have an implicit mandate to act in the strategic best interest of the DAO at all times. However, given the significance that a sale of a business interest can have on the strategic direction of the DAO, and given the need for discretion when sharing sensitive business information during any M&A process, CoW Foundation is asking CoW DAO to reaffirm its mandate to solicit qualified buyers for MEV Blocker, negotiate favorable terms, and ultimately authorise a sale of MEV Blocker on behalf of CoW DAO.
Scope & Definitions
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MEV Blocker Activity: the commercial/business activity branded “MEV Blocker,” including brand/domain(s), documentation, commercial materials, operational know-how, customer/partner relationships, and any Foundation-owned systems, data, and accounts used exclusively for that activity.
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Foundation Assets: any rights, data, and materials owned or controlled by the Foundation or its controlled entities that are specific to the MEV Blocker Activity.
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Excluded: DAO governance systems, CoW-wide shared infrastructure, COW-token-specific systems, and any third-party assets not owned/controlled by the Foundation.
Specification
Passage of this CIP authorises CoW Foundation (or a designated controlled affiliate) to market, negotiate, and sell CoW DAO’s 50% stake in MEV Blocker to one or more buyer(s), at the best-obtainable terms, and to remit CoW DAO’s share of net proceeds to the CoW DAO Treasury. This is a community confidence mandate acknowledging the Foundation’s capacity to execute such a sale while explicitly endorsing the disposal.
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Authority to Sell.
The DAO authorises CoW Foundation (the “Implementation Entity”), or a designated controlled affiliate, to:
(a) solicit indications of interest, run a sale process, negotiate, and enter into one or more definitive agreements (e.g., asset purchase, assignment, or else) for the sale of Foundation Assets comprising the MEV Blocker Activity; and
(b) take all ancillary steps customary for such transactions (diligence, assignments, filings, and transitions). -
Guardrails & Protections.
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No sale of DAO governance artifacts or CoW-wide shared infra.
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No exclusivity or covenants that restrict the future development of CoW Protocol.
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Liabilities: the Foundation shall not assume new material liabilities post-closing beyond customary transaction obligations (escrow, reps, and limited indemnities).
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The Implementation Entity shall use commercially reasonable efforts to obtain a market value for the MEV Blocker Activity in an arm’s-length transaction, taking into account price and overall terms (certainty, speed to close, conditionality, risk allocation, and post-closing obligations).
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Proceeds & Funds Flow.
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CoW DAO’s share of net cash proceeds (after customary closing costs/escrows) shall be transferred to the CoW DAO Treasury at 0x616dE58c011F8736fa20c7Ae5352F7f6FB9F0669 on Ethereum Mainnet.
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Any consideration not attributable to Foundation Assets (e.g., third-party assets) shall be paid directly or indirectly to the relevant third party per buyer arrangements. The Foundation does not guarantee third-party deliverables.
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Reporting & Transparency.
- Within 15 business days after the closing, the Foundation will post a closing notice on the forum, summarising: (i) what was transferred (high-level), (ii) headline consideration form(s) (cash/equity/earn-out) with numbers redacted if necessary, and (iii) the amount remitted to the DAO Treasury.
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Authority Scope; Non-Material Changes.
- Foundation directors are empowered to execute, deliver, and perform the definitive agreements and to make non-material changes that do not reduce total consideration or increase post-closing obligations beyond customary limits.
Rationale
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The DAO’s core priority is CoW Protocol and CoW Swap and there is a large, achievable opportunity to accelerate the core business with focused effort on product and growth (e.g. through network expansion, partnership development, and the deployment of CoW Protocol v2); divesting a non-core activity improves strategic focus and capital efficiency.
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The Foundation already serves as the DAO’s legal interface and treasury implementer; this CIP provides a clear, community-backed mandate of confidence to execute a sale process and finalise a transaction on buyer-agnostic, best-terms basis.
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Proceeds strengthen the DAO Treasury, supporting core roadmap execution.
Security & Compliance Considerations
No custodial user funds are implicated. Standard transactional diligence, data-transfer compliance, and sanctions checks apply.