2019 Will See New Legislation To Favor European-Based Security Token Offerings

12 Jan, 2019 10:34
source: 香港奇点财经Singularity Financial

At present, security tokens are regulated in Europe under MiFId II. The legislation is the most important in determining what constitutes a security. Though the European Securities and Markets Authority (ESMA) has been a bit unclear on its definition of ‘transferable securities’, security tokens will be probably treated as “transferable securities”.

MiFID II/MiFIR rules apply from 3 January 2018.  This new legislative framework strengthens investor protection and improve the functioning of financial markets making them more efficient, resilient and transparent. (Note from Singularity Financial Ltd. )

Currently, the issuance of ‘transferable securities’ in an EU public offering requires a prospectus approved by the national financial regulator of the relevant member country. As of now, this is regulated by the Prospectus Directive (2003/71/ES). If the national regulator approves the prospectus in one EU country and the security needs to be offered in another EU country, it is only necessary to notify the regulator in the other country and the process is quite straightforward. In short, it is possible to leverage blockchain-friendly EU countries to approve the prospectus, which can then be used in other EU countries by notifying the national regulatory bodies.

Despite the current prospectus as having a fairly straightforward and feasible reputation, a new prospectus regulation is planned for July 2019. Many expect the new prospectus to allow for even easier tokenization of securities.

2018 already witnessed several compliant security token issuances. Countries such as Liechtenstein, Germany, Switzerland, Estonia, Malta, and others have seen the successful implementation of security tokens.

The following is a closer examination of some of the progress noted in individual EU member states.

Switzerland

Switzerland has been one of the most successful countries for ICOs: Swiss-based ICOs raised over $500 million in 2017, accounting for 14% of the global ICO market. They’ve established a so-called “crypto valley” where a plethora of companies focus on blockchain development and see notable support from the Swiss government. While Switzerland isn’t part of the EU, they are part of the European Economic Area (EEA), which much of the EU’s laws apply to.

In addition, Swiss lawmakers have promised to allow for the larger cryptocurrency industry to have full access to its conventional banking systems. In fact, the Swiss Financial Market Supervisory Authority (FINMA) has publicly declared an official stance on ICOs, where it identified four categories of tokens:

  • Payment Token
  • Utility Token
  • Asset Token
  • Hybrid Token

Notably, on the asset token is to be treated as security, according to Swiss authorities.

Estonia

Estonia’s law taxes and virtually absent cryptocurrency regulations have attracted many enterprises in the blockchain space.

The Estonian Financial Supervisory Authority (EFSA) has been cautious when it comes to a blanket statement regarding crypto and securities. They’ve said that every ICO is unique and should therefore be examined according to their own distinctive characteristics.

Malta

The Maltese government has been a huge advocate for creating Malta as a hotbed for digital asset issuance.

In June of 2018, they passed three bills into law, which effectively provided the world’s first regulatory framework for cryptocurrencies.

The clear regulatory guidance has labeled Malta as the most security token-friendly country in the world.

United Kingdom

The London Stock Exchange has publicly claimed that it will offer security tokens in the future. However, the Financial Conduct Authority (FCA), the UK’s financial watchdog, has yet to release any official guidance on the use of blockchain-based assets. Most hold that the FCA maintains a ‘technology-neutral’ stance when it comes to the compliance of blockchain integrated finance.

France

The French financial regulator Authorité des Marchés Financiers (AMF) has published official guidance for ICOs. The AMF can approve and issue permits to enterprises who wish to launch ICOs in France. Issuers are forced to provide full disclosure to the AMF, in order to provide prospective investors with the most informed decision possible.

Issuers therefore have to define their token, what it represents, its associated rights, how it’s registered, etc. Ultimately, the idea behind these requirements are to provide fair opportunities to investors, while minimizing the opportunity for companies to exploit unwitting investors.

Germany

In September 2018, the 4th Criminal Division of Berlin Court of Appeal ruled that Bitcoin trading without any license is perfectly legal. The reasoning was that bitcoins are not a financial instrument according to the German Banking Act. Bitcoin activity is therefore not applicable to any requirements established by Germany’s securities regulator— BaFin.

BaFin did later approve at least one security token issuance which involved equity offered to the general public in token form. The offering went on to raise €3 million in its security token offering.

Reference Link: https://medium.com/rockaway-blockchain/new-regulations-in-europe-planned-for-2019-will-simplify-issuance-of-security-tokens-d5e3f91c8387