Rights Engine
Transfer, consent, eligibility, and waterfall: how the Rights Engine evaluates and executes ownership transitions.
Overview
The Rights Engine executes transfer logic, consent chains, eligibility evaluation, and waterfall mechanics. It interprets restrictions encoded in Position Objects and determines whether a proposed transfer or action is permitted under the governing documents. No transfer reaches the Registry without Rights Engine approval.
Transfer restrictions
Transfer restrictions include lockup (time-based), ROFR (right of first refusal), consent_required (GP, LPAC, or other parties), blackout (periodic or event-driven), and regulatory (jurisdictional or accreditation). The Rights Engine evaluates each restriction type and composes the result.
Consent chains
A consent chain is the sequence of approvals required for a transfer. The Rights Engine traverses the chain, checking each party's status. Consent may be explicit (signed) or implicit (waived, expired). The engine supports parallel and sequential consent structures.
Eligibility evaluation
Eligibility determines whether a participant can receive a position. Factors include accreditation, KYC/AML status, jurisdictional constraints, and investment limits. The Identity Graph supplies participant data; the Rights Engine applies eligibility rules from the Position Object and governing documents.
Waterfall mechanics
For distributions, the Rights Engine evaluates waterfall logic: preference order, hurdle, catch-up, and carry. It can simulate distribution scenarios and compute allocations. Waterfall rules are encoded in the Position Object or referenced documents.
How rights compose
Rights compose: multiple restrictions may apply to a single transfer. The Rights Engine evaluates all applicable restrictions and consent requirements. A transfer proceeds only when every condition is satisfied. Composition is deterministic and auditable.
Transfer Proposal
↓
[Lockup Check] → [ROFR Check] → [Consent Chain] → [Eligibility] → [Regulatory]
↓ ↓
BLOCKED APPROVED⚠ Rights are composable
Multiple restrictions may apply to a single transfer. A transfer proceeds only when every condition is satisfied.
Related
- Transferability — Transfer evaluation rules
- Encumbrances — Restrictions the engine evaluates
- Execute a Transfer — End-to-end transfer guide