Glossary
Some of the below terminology relates to a company's debt, recapitalization, and liquidation. This functionality has not yet been implemented for Mezzanine companies but will be included in future versions
Ancestor: a node reachable by repeated child-to-parent relationships. Differs from the traditional definition in that a node is not considered an ancestor of itself. Access control should be maintained such that an ancestor can execute the admin-like functionality of its descendants.
Asset Class: a group of assets that share similar characteristics. An asset in Mezzanine, such as common shares, and seniority levels is aware of their asset class. There are three asset classes in Mezzanine: common equity, preferred equity, and debt.
Billing Router: a non-core contract that each Mezzanine company can use to send invoices to one another. An invoice is defined by its denomination asset, the amount to be paid, and its due date. Companies do not have to use Mezzanine's billing router and can implement their own versions
Capital Stack: defines the various forms of capital that are used to fund the operations and growth of a Mezzanine company. A capital stack is made up of assets and seniority levels. The ordering of seniority levels defines which assets in the capital stack will be distributed other assets during a company's liquidation, recapitalization, or acquisition. Deployed with each Mezzanine company.
Core Identifier: a unique hash that corresponds to the implementation of a core contract
Child: each node can have a set of nodes immediately below them, known as children.
Core Contract: a contract that acts as part of a Mezzanine company. Core contracts are redeployed via proxies by the Mezz Deployer. Some core contracts are upgradeable while others are not
Defenders: a set of accounts responsible for maintaining the protocol's security. Can cancel potentially malicious governance proposals or pending payroll actions, freeze the protocol for up to 14 days, or freeze a company. The Mezzanine team is responsible for managing defenders.
Denomination Asset: a set of whitelisted stablecoins that are used to denominate a company. A Mezzanine company defines its denomination asset upon its creation. A company's debt, payroll, liquidation, and recapitalization will always use this asset.
Department: a Safe (formerly Gnosis Safe) multi-signature wallet that can spend funds recursively from a company's treasury, given sufficient approvals. Can insert modules and other departments as children. The responsibilities of a department are bespoke. Can mange the signers of its descendant departments and execute admin-like functions of descendant modules.
Descendant: A node reachable by repeated parent-to-child relationships
Equity Financing Module: responsible for a company's equity financing and deployed with each Mezzanine company. Creates priced rounds and tracks the order in which they occur. Users can freely create new equity financing modules.
Fee Controller: a non-core contract used to set on-chain fees in the Mezzanine protocol. The maximum fee is 3%. The Mezzanine team currently has no plans to monetize the protocol on-chain but may choose to do so in the future.
Governor: a smart contract that defines the governance of the company. Responsible for the authorization of shares, the management of the board of directors, the changing of governance systems, and the voluntary liquidation of a company.
Startup Governor: a governance system in which the board of directors, themselves, act as governance. Each governance decision requires a supermajority of the board to agree
Share Class Governor: a governance system in which each of a company's share classes is allocated a number of board seats. The allocation of these board seats follows a proposal and voting process separated by share classes. The changing of a treasury's threshold, a change to a new governance system, and the authorization of new shares require a supermajority of signers
Late Stage Governor: a governance system in which all governance actions require a proposal and voting process.
Mezz Deployer: deploys new proxies to implementations of core contracts
Mezz Guard: a safe guard that is used to block certain calls. Safe guards are smart contracts used to validate the data of a multi-signature wallet transaction.
Mezz Hub: a non-core contract responsible for setting protocol state, managing defenders, and whitelisting denomination assets, among other responsibilities.
Mezz Migrator: a non-core contract responsible for versioning implementations, migrating core contracts from one version to another, and patching exploitable implementations
Migrations: the process by which a contract is upgraded from an older version to a newer version
Module: bespoke, standalone contracts used for the growth or operations of a company. Technical teams can easily create new modules to suit their own needs or to sell to other companies.
Non-Core Contract: contracts that a Mezzanine company relies on but are not part of the company's organizational hierarchy. Non-core contracts are not redeployed upon the creation of a Mezzanine company. They are upgradeable contracts.
Parent: the node directly above a child.
Payroll Manager: a module-like contract that manages the payroll of a Mezzanine company. It is deployed with each Mezzanine company and does not require approvals to spend funds
Patch: the process of resetting an exploitable contract's implementation to a fixed version
Priced Round: a type of equity financing that defines the rate at which ownership of the company (typically in the form of preferred shares) is exchanged for money.
Protocol State: defines whether or not certain functions in the Mezzanine protocol are executable. The protocol state can be Active, Paused, or Frozen, where Active is the least restrictive while Frozen is the most restrictive.
Seniority Level: a set of assets in the capital stack. Seniority levels are defined by a doubly linked list, the order of which determines their seniority.
Token Timelock: a module-like contract that is used to vest a company's shares. It is redeployed with each Mezzanine company.
Treasury: a Safe (formerly Gnosis Safe) multi-signature wallet. Should hold the vast majority of a company's funds at any given point in time. Funds and shares used for equity financing, payroll, and debt are spent directly from this contract. Can insert modules and other departments at any other node across the organization. Can manage the signers of any department and execute any admin-like functionality of any module in the organization.
Upgrades: the changing of a proxy's implementation to another implementation.
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