Crypto-Securities Regulation: ICOs, Token Sales and Cryptocurrencies under EU Financial Law

2018 ◽  
Vol 15 (4) ◽  
pp. 645-696 ◽  
Author(s):  
Philipp Hacker ◽  
Chris Thomale
Keyword(s):  
Securities Regulation ◽  
Public Attention ◽  
Prospectus Liability ◽  
Investigative Report ◽  
Bundle Of Rights ◽  
Policy Proposals ◽  
Initial Coin Offerings ◽  
The Eu ◽  
Hybrid Forms

Cryptocurrencies, such as bitcoin and ethereum, have not only risen to public attention as novel means of payments, but also as facilitators of initial coin offerings (ICOs, also called token sales). In these entirely online-mediated offerings, entrepreneurs sell tokens registered on a blockchain in exchange for cryptocoins. Buyers receive tokens that can be understood as cryptographically-secured coupons which embody a bundle of rights and obligations. In July 2017, the SEC released an investigative report that highlighted that such tokens can be subject to the full scope of US securities regulation. It is unclear, however, to what extent EU securities regulation is applicable to ICOs and, particularly, whether issuers have to publish and register a prospectus in order to avoid criminal and civil prospectus liability in the EU. In conceptual terms, this depends on whether tokens are considered “securities” under the EU prospectus regulation regime. Against this background, this paper develops a nuanced approach that distinguishes between three archetypes of tokens: currency, investment, and utility tokens. It analyzes the differential implications of each of these types, and their hybrid forms, for EU securities regulation, and develops policy proposals for their regulation.

Part II The New EU Prospectus Rules, 6 Transferable Securities and the Scope of the Prospectus Regulation: The Case of ICOs

2020 ◽  
Author(s):  
Ferrarini Guido ◽  
Giudici Paolo
Keyword(s):  
Positive Answer ◽  
Securities Regulation ◽  
Financial Instruments ◽  
Financial Instrument ◽  
Special Regard ◽  
Initial Coin Offerings ◽  
The Eu

This chapter analyses the concept of transferable security in the Prospectus Regulation and tests the flexibility and latitude of this concept with reference to the recent phenomenon of Initial Coin Offerings (ICOs). It firstly examines MiFID's (Markets in Financial Instruments Directive 2004) definitions of financial instrument and transferable security, and then focuses on the latter with special regard to the Prospectus Regulation. The chapter subsequently introduces the ICO phenomenon and the categories of tokens that are issued through blockchain in practice. It goes on to consider the treatment of ICOs under US securities regulation and then focuses on whether tokens issued in ICOs qualify as transferable securities under the EU Prospectus Regulation. The chapter gives a positive answer not only with respect to investment tokens, but also to hybrid tokens which present an investment functionality. It concludes that in given circumstances also utility tokens could qualify as securities.

External factors will prod Russia into climate action

2021 ◽  
Keyword(s):  
Forest Fires ◽  
Public Attention ◽  
Export Markets ◽  
Content Type ◽  
Carbon Emissions Trading ◽  
Emissions Trading Scheme ◽  
Climate Action ◽  
The Government ◽  
Trading Scheme ◽  
The Eu

Significance This is still tentative planning but it indicates the Kremlin is being spurred into action by looming curbs on high-carbon products in China and the EU, Russia's key export markets. Russia has so far resisted calls for more ambitious commitments. Impacts Siberian forest fires will focus public attention on the environment, if not global warming. Blame for the wildfires, as with other environmental problems, will be weaponised in elite infighting. The government is interested in developing cheap, green hydrogen. A pilot carbon emissions trading scheme in Sakhalin could be scaled up to other parts of Russia.

EU merger review of the acquisition of non-controlling minority shareholdings: where to now?

2015 ◽  
Vol 13 (2) ◽  
pp. 69-92
Author(s):  
Frank Montag ◽  
Mary Wilks
Keyword(s):  
White Paper ◽  
Merger Control ◽  
Eu Merger Control ◽  
Potential Benefits ◽  
One Year ◽  
Minority Shareholdings ◽  
Minority Interests ◽  
Policy Proposals ◽  
Benefits And Costs ◽  
The Eu

AbstractOn 9 July 2014, the European Commission (the Commission) published its White Paper “Towards more effective EU merger control”, which reviewed the operation of the EU Merger Regulation (EUMR) ten years after the introduction of the substantive test of “significant impediment to substantial competition” (SIEC) and proposed certain specific improvements, including the review of non-controlling minority interests under the EUMR. The 2014 White Paper followed approximately one year of consultation with Member States and interested parties, and was accompanied by a Staff Working Document, which analyses in more detail the considerations underlying the policy proposals in the 2014 White Paper, and an Impact Assessment, which analyses the potential benefits and costs of the various policy options considered.Less than six months after the consultation on the 2014 White Paper closed, Competition Commissioner Margrethe Vestager indicated that the Commission is reconsidering its proposals to allow it to review the acquisition of non-controlling minority shareholdings under the EUMR. This decision has been welcomed by many in the business and legal community as the “targeted transparency system” proposed by the Commission had raised a number of concerns regarding proportionality, legal certainty, cost and administrative burden.Whilst we await the Commission’s next move, this article considers whether non-controlling minority shareholdings should be subject to EU merger control and the extent to which the Commission’s originally envisaged system adequately dealt with the issues it sought to address. This article also proposes a number of principles that the authors suggest should be taken into account when designing a balanced system of merger review for acquisitions of non-controlling minority shareholdings in which the burden of the additional review is proportionate to the goals pursued.

scholarly journals Will the EU Taxonomy Regulation Foster Sustainable Corporate Governance?

2021 ◽  
Vol 13 (21) ◽  
pp. 12316
Author(s):  
Alessio M. Pacces
Keyword(s):  
Corporate Governance ◽  
Environmental Sustainability ◽  
Institutional Investors ◽  
Law And Economics ◽  
Securities Regulation ◽  
Environmentally Sustainable ◽  
Financial Products ◽  
Principal Agent Problem ◽  
Sustainability Disclosure ◽  
The Eu

EU securities regulation has established a taxonomy of environmentally sustainable activities. This article discusses, from a law and economics standpoint, the potential of this taxonomy to support sustainable corporate governance. Corporate governance can be an efficient way to channel investor preferences towards sustainability because the concentration of institutional shareholding has lowered the transaction costs of shareholder action. However, there is a principal-agent problem between institutional investors and their beneficiaries, which depends on greenwashing and undermines sustainable corporate governance. This article argues that introducing environmental sustainability into EU mandatory disclosure aligns the institutional investors’ incentives with the interest of their beneficiaries and may foster the efficient inclusion of sustainability in corporate governance. The argument is threefold. Firstly, the EU taxonomy may curb greenwashing by standardizing the disclosure of environmental sustainability. Secondly, this information may become salient for the beneficiaries as the same standards define the sustainability preferences to be considered in recommending and marketing financial products. Thirdly, sustainability disclosure prompts institutional investors to compete for sustainability-minded beneficiaries. Being unable to avoid unsustainable companies altogether, institutional investors are expected to cater to beneficiaries’ preferences for environmental sustainability using voice instead of an exit.

Regulation of Blockchain Token Sales in the United States

2019 ◽  
pp. 249-256
Author(s):  
Houman B. Shadab
Keyword(s):  
Early Stage ◽  
The United States ◽  
Securities Regulation ◽  
Securities Law ◽  
Distributed Ledger ◽  
Underlying Network ◽  
Software Service ◽  
Definition Of ◽  
Software Services ◽  
Initial Coin Offerings

This chapter provides an overview of how US securities regulation applies to the sale of cryptographic tokens using a distributed ledger, so-called initial coin offerings. Token sale transactions that meet the definition of ‘investment contract’ qualify as regulated securities transactions following the seminal 1946 court decision in the Securities Exchange Commission’s lawsuit against the W. J. Howey company. Currently, there exists substantial legal uncertainty regarding the regulatory classification of token sales involving utility tokens that provide their holders with non-financial, software-based functionality. As implied in a June 2018 speech by a high-ranking SEC official, sales of tokens may initially qualify as regulated securities transactions, yet later fail to qualify as regulated investment contracts if the tokens’ underlying network becomes sufficiently decentralized. Distributed ledger technology is disrupting the nature and operation of early-stage fundraising and access to software services and enabling the sale of digital tokens that operate as a cryptocurrency or provide access to a software service through the use of a blockchain or distributed ledger. The sale of such tokens, so-called initial coin offerings (‘ICOs’), is often in exchange for cryptocurrencies, such as Ethereum or Bitcoin (however, tokens could be sold in exchange for fiat currency). From January to May 2018, globally US$13.7 billion in tokens were sold by 537 companies or projects, an amount greater than all previous time periods combined. This chapter discusses under what circumstances US securities law applies to the sale of such tokens.

Part III Prospectus Liability and Litigation, 22 Italy

2020 ◽  
Author(s):  
Giudici Paolo
Keyword(s):  
General Framework ◽  
Main Issue ◽  
The Public ◽  
Securities Law ◽  
Italian Law ◽  
Prospectus Liability ◽  
The Eu

This chapter focuses on Italian law. Italian securities law refers to ‘prospectus’ as the document that has to be published when there is an offer to the public of transferable securities and units issued by collective investment undertakings of the closed-end type, an offer of any other type of financial product or, finally, a request for admission to trading on a regulated market. The prospectus is the document that is drafted in accordance with the EU Prospectus Regulation. The scope of Italian prospectus regulation is moreover wider than the scope of the EU Prospectus Regulation. Prospectus liability in Italy is today governed by specific rules that incorporate many of the issues that were debated by scholars and courts before the enactment of those specific statutory rules. Currently, the main issue seems to be whether those statutory rules express principles to be applied to all forms of material misstatements or omissions to the market, or are just a part of the general framework concerning liability to the market.

Part II The New EU Prospectus Rules, 9 The Contents of the Prospectus: Non-Financial Information and Materiality

2020 ◽  
Author(s):  
de Serière Victor
Keyword(s):  
Capital Markets ◽  
Investor Protection ◽  
Tort Law ◽  
Financial Information ◽  
Good News ◽  
Level Playing Field ◽  
Playing Field ◽  
Prospectus Liability ◽  
Capital Markets Union ◽  
The Eu

This chapter addresses the non-financial information to be included in a prospectus, alongside an analysis of the fundamental concept of materiality. It examines some issues relating to non-financial information to be included in a prospectus under the new EU prospectus regime. A level playing field in terms of uniform investor protection within the EU accordingly has regrettably not been achieved. This chapter argues that the Prospectus Regulation could have achieved more by requiring Member States to impose certain uniform tort law requirements in their national prospectus liability regimes. Another topic addressed in this chapter relates to the possibility for offerors of securities to obtain liability protection by including exoneration clauses in prospectuses. The Prospectus Regulation does not regulate this topic, but the analysis in this chapter shows that the possibilities appear to be severely limited; practice in any event shows that exoneration is seldom (if ever) stipulated. The chapter concludes that all this appears to be relatively good news in terms of investor protection generally, but the lack of harmonisation stands in the way of a unified EU capital markets union.

Pesticide regulation in the European Union and the glyphosate controversy

Weed Science ◽  
2020 ◽  
Vol 68 (3) ◽  
pp. 214-222 ◽  
Author(s):  
Per Kudsk ◽  
Solvejg Kopp Mathiassen
Keyword(s):  
European Union ◽  
Cover Crops ◽  
Conservation Agriculture ◽  
Farm Income ◽  
No Tillage ◽  
The European Union ◽  
Public Attention ◽  
Pesticide Regulation ◽  
The Impact ◽  
The Eu

AbstractThe glyphosate controversy before the renewal of the authorization of glyphosate in the European Union (EU) once again turned the spotlight on pesticide regulation in the EU. In the EU, pesticides are attracting more public attention than in other parts of the world, and many nongovernmental organizations specifically target pesticide regulation, trying to influence politicians and other decision makers. Following an overview of the EU pesticide legislation and the impact hitherto on EU agriculture, this paper outlines the glyphosate controversy and presents the outcome of desk studies conducted in Germany, the United Kingdom, France, and Sweden on the potential effects of a glyphosate ban on agricultural productivity and farm income. All studies concluded that the loss of income depends very much on farm type and cropping practice, but they all reached the conclusion that particularly no-tillage farming/conservation agriculture will be facing severe problems without glyphosate to control weeds and terminate cover crops. No-tillage/conservation agriculture is viewed as an effective strategy to prevent soil erosion and loss of nutrients, which could become larger problems without glyphosate. Other issues highlighted in the studies were the impact on resistance management, as glyphosate is largely seen as a “herbicide-resistance breaker.” Without glyphosate, fundamental changes in farming practices in the EU are required, and it is hard to imagine that they will come without a cost, at least in the short term.

What Is Solidarity About? Views of Transnational Organisations’ Activists in Germany, Poland, and Greece

2020 ◽  
pp. 136078042096280 ◽  
Author(s):  
Ulrike Zschache ◽  
Maria Theiss ◽  
Maria Paschou
Keyword(s):  
Social Rights ◽  
Public Attention ◽  
Political Leaders ◽  
Individual Interviews ◽  
The Core ◽  
Group Identities ◽  
Grassroots Level ◽  
Connection Building ◽  
Transnational Solidarity ◽  
The Eu

The notion of solidarity plays an important role in debates about the future of Europe. Yet, it can be used in a diverse or even contradictory manner as contemporary discussions about refugees in Europe or the implementation of social rights at the EU-level well illustrate. While the focus of public attention is often on political leaders, the goal of this article is to deepen our knowledge about the understanding of solidarity by its practitioners at the grassroots-level of solidarity work. Our study is based on 97 individual interviews with representatives of transnational solidarity organisations (TSOs) located in Germany, Poland, and Greece. We show how their understanding of solidarity varies across three basic themes: the rationale of action, the scope of beneficiaries, and relations with and among beneficiaries. Most strikingly, our research reveals that the core understanding of solidarity among the TSOs under review reflects a progressive, transnational type of solidarity that emphasises universalism, connection-building between targets of solidarity and establishing group identities based on collective action and not pre-defined features. At the same time, our study shows how TSOs adapt to complex country- and field-specific contextual conditions.

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