Blockchain and Prospectus Law
SCHEIBER Attorney at Law offers holistic advice and support with a focus on Capital Markets and FinTech.
For some time now, innovative companies have been using the novelty of blockchain technology as a means of corporate financing. Today, this financing method is referred to as Security Token Offering (STO).
Companies can issue equity instruments (e.g. shares), debt instruments (e.g. bonds) or hybrid products in the form of tokens. Tokens can be regarded as value rights that are issued on a decentralised database (blockchain) and transferred there.
In Liechtenstein, the world’s first law on tokens and VT service providers (“TVTG” for short) came into force on 01/01/2020. It is also colloquially known as the “Blockchain Act”. VT in this context means "trustworthy technologie" (in German: "vertrauenswürdige Technologie"). In view of the increasing spread of blockchain applications, its purpose is to create legal certainty and strengthen customer protection.
Regardless of the legal situation introduced by the TVTG, the provisions of the new EU Prospectus Regulation (EU) 2019/1129 must still be observed when offering security tokens to the public.
- Offer of securities addressed solely to qualified investors: “Qualified investors” are defined in particular as follows
- financial institutions (banks, insurance companies, investment firms);
- large companies (balance sheet total = EUR 20 million, net turnover = EUR 40 million, own funds = EUR 2 million);
- investors who, upon request, can be treated as qualified investors;
- offer of securities whose denomination per unit amounts to at least EUR 100,000;
- offer of securities addressed to fewer than 150 natural or legal persons per EEA Member State, other than qualified investors;
- offer of securities addressed to investors who acquire securities for a total consideration of at least EUR 100,000 per investor, for each separate offer;
- offer of securities that is not subject to notification and whose total consideration over a 12-month period does not exceed EUR 8,000,000;
- offer of securities whose total consideration over a 12-month period does not exceed EUR 1,000,000.
SCHEIBER Attorney at Law currently advises three STO issuers on the public offering of bonds and shares in the form of tokens.
We are particularly proud of the fact that a prospectus for the public offering of tokenised shares was recently approved by the Liechtenstein Financial Market Authority (FMA) as the first in Liechtenstein. The prospectus was prepared as an EU Growth Prospectus in accordance with the new EU Prospectus Regulation, which has been in force since 21/07/2019.
The EU Growth Prospectus is a standardised prospectus for subsequent issuers:
- Small and medium enterprises (“SMEs”);
- issuer, other than SMEs, whose securities are traded or are to be traded on the SME growth market with an average market capitalisation in the last 3 calendar years of less than EUR 500 million;
- issuer, whose public offer does not exceed EUR 20 million over a period of 12 months, provided that no securities are traded on an MTF and average employment in the last financial year is up to 499;
- offeror of securities of one of these issuers referred to in points 1. and 2.
If it is not necessary to prepare a securities prospectus, the TVTG will require the preparation and publication of basic information. This basic information goes further than the “whitepaper” already prepared by many, since, among other things, warnings and risks associated with the purchase of tokens must be included. The basic information required under the TVTG is very similar to the securities prospectus under the EU Prospectus Regulation.
Arbeitsrechtliche Fragen und Antworten in Liechtenstein.