This website aims to provide an overview of relevant laws and regulations in different jurisdictions regarding ICOs. Authors are academics, registered lawyers, and regulators.

Primavera de Filippi; Benedikt Schuppli; Carla Reyes; Nikita Divissenko;Xavier Lavayssière; Francesco Dagnino; Marcus C. Funke; Frank Bierwirth; Axel Schiemann; Jiong Sheng; Gianna Abegg; Nathan Kaiser; Jackie Yang; Constance Choi.

The legal information provided in this report is intended to convey general information only and is not intended to be taken as legal advice or opinions. The information is not guaranteed to be correct, complete or up-to-date. Laws change rapidly and we cannot guarantee that all the information in the report is current or complete. Communication of the information enclosed in this report and the receipt or use of it does not create or constitute any kind of attorney-client relationship. We disclaim any responsibility from any liability that might arise from relying on the information provided in this report. Persons who intend to conduct a token sale may not rely on the information in this report and should consult local counsel in every jurisdictions where their token sale may take effect.

Regulatory Framework for Token Sales

This report examines the current regulatory landscape and recent legal developments concerning the regulation of blockchain-based token sales, commonly referred to as Initial Coin Offerings (ICOs). This complex and constantly evolving regulatory landscape poses serious legal and operational challenges to practitioners and companies that desire to utilize the mechanism of an ICO for its perceived benefits: as a powerful new mechanism for alternative funding of blockchain-based networks or applications, and as an accessible tool for community-building and global engagement. The goal of the report is to orient the reader in the current legal treatment of ICOs across a variety of key jurisdictions. Through a comparative analysis of existing regulations, this report underlines the critical need for international cooperation in the nascent blockchain ecosystem to produce healthy policy and market outcomes.

Legalico was designed by Elena Scepankova and Xavier Lavayssière in october 2017 in Zurich with the idea to offer a place for quality content. It has been adaptated to support this report and additional contributions.

2018 volumes of ICOs by region on the map originate from analysis from coindesk ICO tracker, Elementus.io study and ICOrating reports.

Authors

Benedikt Schuppli is Legal Counsel at Lykke, a Swiss-based blockchain exchange digitizing all asset types as well as a member of the Research Group COALA. He is a regular speaker at blockchain events on global ICO and exchange regulation. He's admitted to the Swiss Bar and obtained his law degree from the University of Zurich. Benedikt specializes in financial market law and has a private interest in the legal classification of smart contracts.

Primavera De Filippi is a Researcher at the National Center of Scientific Research in Paris, and Faculty Associate at the Berkman-Klein Center for Internet & Society at Harvard. She is member of the Global Future Council on Blockchain Technologies at the World Economic Forum, and founder of the Internet Governance Forum's dynamic coalitions on Blockchain Technology (COALA). Her book, "Blockchain and the Law," will be published in 2018 by Harvard University Press (co-authored with Aaron Wright).

Xavier Lavayssière is investigating the use of blockchain technology as a mean of regulation in the framework of the Blockchain Perspectives Joint Research Initiative. He co-founded ECAN, a training agency on blockchain technology, and the Smart Contract Academy, a think tank on the legal and economic aspects of Smart Contracts. In novembre 2017, he co-authored a report on the legal implications of blockchain technology for France Stratégie.

Francesco Dagnino is a founding partner of LEXIA Avvocati, Francesco Dagnino specialises in corporate governance (with a particular focus on listed companies), securities regulation, investment services and asset management. Francesco Dagnino obtained a Ph.D. in Corporate and Financial Markets Law from the University of Bologna, and an L.L.M in Corporate Law from the New York University School of Law as a Fulbright Scholar and an Arthur T. Vanderbilt Scholar. He was a visiting Scholar at Columbia University in New York.

Nikita Divissenko is an associate at the law firm TGS Baltic and a researcher at the European University Institute (EUI). He obtained an LL.M in European Law (cum laude) from Leiden University and his current research interests include regulatory theory and financial law, with focus on regulation of innovative markets.

Carla L. Reyes is currently a Faculty Associate at the Berkman Klein Center for Internet & Society at Harvard University and a Visiting Assistant Professor of Law at Stetson University College of Law. Prior to law teaching, Professor Reyes practiced law as an associate in the Blockchain Technology and Digital Currency industry group at Perkins Coie LLP. Professor Reyes earned a JD magna cum laude and an LLM in International and Comparative Law from Duke University School of Law, and holds an MPP from the Duke University Sanford School of Public Policy. A former Fulbright Scholar, her current researches the intersection of blockchain technology and the law, theorizing about the technology from a commercial and corporate law perspective.

Dr. Marcus C. Funke is a corporate partner in the Frankfurt office of Latham & Watkins advising clients in all aspects of securities and corporate law, particularly in the areas of initial public offerings, rights offerings and bonds. As a member of the firm's Financial Institutions Group and the Global ICO Taskforce, Marcus regularly advises financial industry participants, including FinTech companies, as principals in securities transactions as well as in regulatory matters. Recent work highlights include trivago's US$330 million IPO on NASDAQ, Galenica Santé's IPO on SIX Swiss Exchange as well as the structuring and implementation of CrossLend's cross-border market-based lending platform, together with Axel Schiemann and Frank Bierwirth.

Axel Schiemann is a financial regulatory partner in the Frankfurt office of Latham & Watkins. He is a member of the firm's Financial Institutions Group and Global ICO Taskforce. His practice focuses on financial markets regulation (including MiFID I/II), prudential supervision of banks and investment firms (including licensing procedures), mergers and acquisitions in the financial industry, issuance of regulatory capital instruments, regulatory proceedings and enforcement, as well as FinTech-innovations.

Frank Bierwirth is a counsel in the Frankfurt office of Latham & Watkins. He has extensive experience advising in a variety of structured finance and debt capital markets matters including OTC derivatives, structured notes, securitization and covered bonds, debt issuance programs, bond and Schuldschein loan transactions. His regulatory practice includes financial services and securities, market infrastructure such as CCP clearing and trading systems as well as investment funds and insurance regulatory law

Latham & Watkins is a leading international law firm that, among others, has a focus on advising both financial institutions and start-up companies on FinTech and FinReg matters as well as ICO matters. By leveraging the expertise of its highly ranked capital markets and regulatory practices, Latham & Watkins has advised on a significant number of launched and ongoing ICO projects globally.

Jiong Sheng boasts professional experience in Shanghai's bustling legal sector. Jiong specializes in matters pertaining to corporate and commercial law, M&A, and dispute resolution. Jiong is admitted to the bar of the People's Republic of China, and is a qualified solicitor in England and Wales.

Gianna Abegg is an experienced associate at Eiger's Shanghai office. Gianna is admitted to the Swiss bar, and her extensive work in the Greater China area focuses on matters pertaining to foreign investment, employment, digital economy, dispute resolution, and corporate matters. She is also active in company setups, most notably for foreign companies interested in Greater China markets.

Nathan Kaiser has over 18 years of professional experience as a lawyer in the Greater China area. A Swiss national, he is admitted as an attorney-at-law and foreign lawyer to the Zurich, Berlin, Hong Kong and Taipei bars. Nathan advises international clients in all matters pertaining to investment, corporate law, cross-border taxation and international commercial disputes. A pioneer in Asia with regard to legal and technical aspects of a legal service provider, his law firm was the first in the region to accept Bitcoin as payment. Nathan has a strong interest in technology, ranging from the semiconductor industry to the digital economy, in the heart of Asia. He has been looking at Digital Finance including Blockchain and crypto since the early days, and he is currently a Fellow at the Berkman Klein Center at Harvard University.

Jackie Yang is an experienced paralegal at Eiger's Shanghai office. Jackie focuses her practice on corporate and commercial law.

Photographs

  • European Union Flags : Thijs ter Haar
  • Marina Bay, Singapore : Matthew Yeo