French Legal Regulation of Crypto-assets Financing Mechanisms (or DeFi) - The ICOs (Initial Coin Offering) 1/2

French Legal Regulation of Crypto-assets Financing Mechanisms (or DeFi) - The ICOs (Initial Coin Offering) 1/2

By FrenchLegalAspect | FLA | 25 May 2020


 

For better understanding and because of the close connection between them, you should read this post :

 

The ICO is a participatory and disintermediated fund-raising mechanism that is part of a philosophy of economic liberalization. It consists, for the initiator, in issuing crypto-assets, acquired in exchange for other crypto-assets. Beneath this apparent simplicity, the accomplishment of such an operation is highly technical and difficult to understand from a legal point of view.

While the terminology of crypto-assets makes it possible to understand the technique used, the diversity of rights incorporated within them highlights the limits of such a conception. It is because "monetary crypto-assets" are brought in that "commercial crypto-assets" are issued. This is how Ethereum works[1]. The smart-contracts resulting from ICOs are grafted to the register of the ETH monetary crypto-assets, ensuring their security, and their own value since they are only consumable in the created smart-contract, which can also be transferred, or even brought in a new ICO if it is accepted by its instigator (most often ETH, then BTC and state currencies[2]).

Announcement - However, some new means of funding are welcomed, providing an attractive legislative framework[3], particularly because of incentives from European sources. If such an impulse is still timid at the European level, the ICOs are welcome in France, as the institutions seem to take the subject seriously. Thus, the ICO is a sectoral mode of financing (I.), for which the guidelines of the future legal framework seem to be taking shape (II.).

 

                 I.          A FUND-RAISING MECHANISM

Announcement - If ICO is a new form of funding, it may not be the revolution it claims to be. Indeed, by its nature, ICO is only intended for a small proportion of companies: only the use of "block-chain" / "smart-contract" technology in a company's activity makes it possible, and useful, to use such a mechanism. These characteristics make it a method of financing limited to a particular sector (A.), necessarily competing with other, more open forms (B.).

 

A.     A SECTORAL FINANCING METHOD

Announcement - Initial Coin Offering is a financing method open to certain specific companies. Indeed, the ICO can only be used to finance the creation of a smart-contract, limiting for the moment the scope of applications to other sectors. However, this specificity makes it possible to highlight certain practices common to all the operations carried out. The ICO a method of financing presented by a specific document, the "white paper", (1.) and consisting of the issue of a digital asset (2.) in return for the contribution of funds (real, or cryptographic)

1.      A white-paper presentation

The concept of "white paper" - The "white paper" is a document that presents all the information necessary for investors), determination of the level of the "soft cap" (the level below which investors are reimbursed if it is not reached at the end of the ICO) and the "hard cap" (maximum level of exercise), terms of sale of the tokens[4]. It has a marketing dimension, since it aims to "talk to the public to communicate and [...] inspire a crowd movement[5]. However, if it is only analyzed from this angle, the importance of the contractual documents provided by the initiator of the ICO is omitted. Since the contract is generally no longer a single document because of the cross-reference or hierarchy clauses, but a contractual whole, the "white paper", as well as all the documents provided during an ICO, should be qualified as a contractual whole by the judges[6].

A common structure - All of the "white papers" studied are very synthetic documents comprising between fifteen and fifty pages, (although some of them are only a summary of the main information supposed to be useful to the investor (technical information in particular) and refer to other documents or to a website for the financial or legal aspects of the transaction). In the vast majority of the cases studied, the "white paper" is the only document containing all the information made available to the public in the context of an ICO. The study of this new contractual document shows that it has a common structure and core of information[7]. Thus, each one presents an introduction (identifying a technical or technological problem as well as the solution proposed by a service or good based on a technology whose development is financed by the ICO), then a section relating to the technical description of the project (often its source code or the type of encryption used). This is followed in a less systematic way by a presentation of the initiators of the ICO, as well as the provisional roadmap, then the financial section, such as the financing requirements and the implementation modalities (payment terms and currencies accepted (in legal or crypto currency) [8].

Information asymmetry - Beyond these structural commonalities, there is "a great disparity in the information disclosed[9]. Concerning the terms and conditions of the ICO, the information ranges from the most complete, but dispersed in various documents of different media (website, white-paper, and general conditions with cross-references between each of the documents), to the most incomplete, with project leaders, sometimes unidentified, contenting themselves with describing the project without specifying its terms, conditions and modalities. Some do not even provide for repayment terms in the event of failure of the ICO transaction. In rare cases, the legal framework desired by the initiator specifies the law and/or the competent jurisdiction, and even the absence of a visa from an institution for the most rigorous among them[10]. A number of clauses state that the project sponsors are exempt from liability and do not guarantee the accuracy of the information provided[11]. Moreover, it seems that they rarely warn about the specificities of the ICO and the risks involved. Although there is certainly a common influence, there is not strictly speaking a "standard document" resulting from practice[12]. The level of information disclosed is quite criticized in that it is often incomplete or not very transparent[13]. This raises the question of the need to force issuers to publish a standardised disclosure document in order to bring clarity to this environment, which is still far too opaque for a transparent technology.

2.      A digital asset emission

Initial Coin Offering - This replaces IPOs ("Initial Public Offering"), while being less restrictive since it is exempt from any regulatory constraints[14]. It is possible within the Ethereum protocol to raise funds for a particular project. By the creation of a smart-contract intended to provide a service based on the transmitted crypto-assets. The subscribers are thus provided with a "token", a particular crypto-assets, which can be used or linked to the project financed and can be exchanged for other crypto-assets on the secondary market. ICO's project leaders present the token in a "white paper", setting out the conditions for carrying out the operation[15]. In practice, an ICO is successful when it reaches the set amount. Conversely, the operation fails if the funds raised do not reach this threshold. This minimum amount of funds to be raised below which the ICO cannot be carried out is the "soft cap". Sometimes a maximum amount, the "hard cap" leads to the completion of the transaction before the closing date of the offer initially planned. Then, the project must be promoted, most often in the still limited community of crypto-assets users. Despite the idea of liberalising financing, most project leaders rely on companies specialising in the implementation of ICO, "depending on their reputation in the blockchain ecosystem, at the risk of penalising the success of the ICO"[16].

The creation of a "smart-contract" - Since the ICO is for people who want to create a "smart-contract", it is important to focus on the concept. A smart-contract needs a crypto-assets to work. As the fuel for the smart-contract, the crypto-assets is emitted at the same time as the smart-contract, which will represent part of its "use value". The smart contract is distinct from its crypto-assets. Already developed in its registration aspect[17], the use of such a contract can be useful in many other areas. Firstly, any registry that needs to be tamper-proof would benefit from using the "blockchain" since it "appears particularly suitable for registration, identification and control functions"[18]. One thinks in particular of certain legal professions acting as trusted third parties (notary, judge or expert). Moreover, business law, especially company law, seems to have already taken hold of technology. For example, it has been envisaged to use the "blockchain" for the creation of statutes and the registration of companies[19], for a reduced time and cost (a form of competition with the clerks of commercial courts). However, it would still be possible to incorporate a modification function in the event of renegotiation during the life of the company, an option that is in principle prohibited. However, technology would make it possible to ensure the full effectiveness of shareholders' agreements, which would be automatically executed when the condition for the commitment of the partners/shareholders is fulfilled. This is why, as it stands, the use of company documents as a register seems more relevant. The accounting and legal registration on a cryptographic server would allow the conservation and protection of the authenticity of the data since once registered in a block, the data would be intangible[20].

An emission Contract - Regardless of the terminology used, the purpose of an ICO is the issuance of a crypto-assets. While it may have been the counterpart of the sustainability of the system (Bitcoin, Ethereum and its derivatives), it is expensive in the case of ICOs. In any case, all assets based on a "smart-contract" are grouped together in the category of crypto-assets. Their characteristic element being the emission, the qualification of an emission contract is appropriate in the case of an ICO[21]. Thus, a crypto-assets issued during an ICO can be analysed as an issue of dematerialised securities, with all the contractual documents provided by the project leader setting out the terms and conditions of execution and the obligations of each party[22]. While it should be stressed that an analysis of the substance of the ICO is clear, the main advantage is that it removes the legal nature of the crypto-assets, and the need to study the right incorporated in each digital asset issued.

 

B.      A COMPETITIVE METHOD OF FINANCING

A new funding method - ICO is a new funding method[23], still underdeveloped and far from being flawless. Apart from these structural risks, there is no legal framework for ICOs carried out today. As with any innovation, especially in the digital sphere, "fraudulent offers seem to abound on an international scale," [24] stresses the AMF. Potential investors must therefore be vigilant against the risk of seeing their investment being undermined by unscrupulous people taking advantage of the media emulsion surrounding the rise in the price of crypto-assets such as Bitcoin. On the side of the project leaders, the sources of problems are more structural and linked to the youth of the sector. They may indeed be confronted with the volatility of the crypto-assets collected, as an amount raised in ICO can lose a lot of value[25].

Competition from "crowdfunding" - In addition to the difficulties linked to the youth of this type of financing, the emergence of a new means of credit is always in competition with the existing ones. Among the other alternative financing methods, crowdfunding appears older than ICO and has the advantage of having a framework, which, if not yet fully defined, exists. Regularly adjusted, it now has a European framework[26], which seems to provide an overall solution to existing problems[27]. Thus, a European notion of participatory financing service is emerging, taking up the challenge of providing a common regime for all forms of participatory financing. For this purpose, a distinction is made between services offered to companies and remunerated, donation services with or without reward, as well as interest-free loans which most often enable financement cultural activities or projects relating to the solidarity economy. Thus, only "crowd-lending" and "crowd-equity" activities are targeted by the proposal[28], making its study more necessary than ever since one is close to "lending" in crypto-assets, and the second to "ICO".

A form of participatory financing - However, while crowdfunding is part of the same movement to define lending, it encompasses different practices, some of which are different from the image that one might think of them as a priori. Thus, the framework of participatory financing remains contrasted[29], so much so that it is difficult to see why one would overshadow the other, since they are not really aimed at the same public. There is less of an investor in the user of a crowdfunding platform than in the user of an ICO initiator. At least for the time being at least. Indeed, it is highly likely that the development of ICOs will go hand in hand with a rapprochement of its legal framework with that of the most complex forms of participatory financing, requiring the approval of an institution[30] that will supervise the body or company managing the financing platform, in order to grant real protection to investors.

 

                 II.          REGULATION PERSPECTIVES

Announcement - The ICOs seem to be welcomed with benevolence by the French administration, which tends to cultivate a spirit of innovation[31]. Thus, this type of operation seems to be subject to a framework rather than a regulation which would allow France to be an interesting legal location for all ICO initiators by offering a clear legal framework. While the innovation argument can be discussed, the size of the funds raised by certain operations[32] requires States seeking growth to participate in regulatory competition in order to locate and collect ICO funds within their borders[33]. It emerges from all the positions taken by French institutions on the subject that the legislation should not be excessively restrictive, but rather be an institutional framework (A.), betting on self-regulation of the market by their own players (B.).

 

A.    AN INSTITUTIONAL FRAMEWORK

Announcement - In addition to the application of consumer law, such as the pre-contractual disclosure obligation for professionals and the right of withdrawal[34], which could potentially apply if a subscriber is deemed to be a token issuer, the AMF seems to be moving towards the introduction of ad hoc legislation for token issuers and a recommendation on the minimum documentation to be offered to the public, which it leaves to private-sector firms to enforce. Indeed, legislation can only be understood as a concerted approach on a European and international scale[35], since it is not possible for a state to effectively prohibit it alone, so that international competition will take hold (1.), with France tending to be aware of this in order to adopt a competitive position (2.).

1.      An international normative competition

Foreign regulatory approaches - The ICO market is "juicy"[36] for governments, although it also poses many risks. Some regulatory authorities have already expressed their views on the regime applicable to ICOs offered to their domestic investors[37]. They have decided to prohibit[38] or authorise them on a case-by-case basis (notably in the United States, where they constitute a public offer of financial securities within the meaning of the Securities Act[39]). The other States have not yet taken a final decision, but are nevertheless examining the issue. For example, the Gibraltar Financial Services Commission has indicated that it would like to propose a framework conducive to ICOs[40] in a future law[41], while the Financial Conduct Authority warns its citizens about the high risks associated with ICOs[42]. This is also the European Securities and Markets Authority's (ESMA) interim solution, which highlights the risks of losing invested capital, the volatility of the value of tokens and the inadequacy of the information provided[43].

2.      The French optional visa regime

In France, the Government's ambition is to position itself as a market leader[44] by developing regulations that are both incentive and protective[45].  These two objectives seem irreconcilable, the main interest of ICOs being, at present, their lack of regulation.

The proposed options - The AMF is proposing the adoption of new regulations adapted to ICOs and is considering two options in this regard, regardless of the type of crypto-assets tokens issued, which would argue in favour of a single, uniform regulation applicable to ICOs regardless of the tokens issued[46]. The first option consists in submitting to the prior authorization of the AMF any ICO that can be carried out in France. This system would require the prior filing with the AMF of an information document, prior to obtaining a visa[47], failure to which would result in a ban on issuing the security. This procedure would provide a "good guarantee of the information disclosed to investors"[48], but would "risk complicating the procedure for carrying out ICOs"[49], one of the other advantages of which is the speed of execution compared with traditional fund-raising mechanisms. The second option is identical to the first, except that it is not binding but voluntary. The same visa would be issued after checking the completeness of the information disclosed, without the failure to obtain it making the transaction prohibited, and would take the form of an AMF "label".

The optional visa was favoured - The public consultation launched by the AMF revealed a certain consensus on the choice of the optional visa[50], whose flexibility would make France attractive and ensure that the market does not escape its grasp by allowing it "to warn the public without burdening the ICO procedure, while sending a positive signal to investors and initiators of projects linked to the "block chain""[51]. This solution, which is in line with the government's ambitions without being at odds with the European position, seems to be the one to adopt with regard to the future legal framework for ICOs. Bids that have not been approved by the AMF will not be banned[52], but should contain a warning clearly indicating its absence[53]. Failure to include this warning could result in sanctions for token bids[54]. For requests made, the AMF will issue its approval only if the instigator complies with "certain conditions" and offers "certain guarantees to investors"[55], particularly with regard to the provision of information.

 

B.     HARMONIZATION THROUGH PRIVATE REGULATION

If the State's sphere of intervention can only be institutional, it is because it seems difficult for the State to regulate a technology whose primary characteristic is to be self-regulated since it is decentralized and autonomous. If it is possible to see a Leviathan[56] in this, by its incorruptible dimension, it is only the consequence of technical considerations. The mechanism of the ICO, although it uses a reputable technology, must be regulated. However, this regulation seems to be possible only for the players in this new market, through the creation of a technical standard to facilitate the launch of ICOs, as well as the harmonization of practices.

The emergence of standards - The information delivered by the initiators of ICO is very disparate despite a common structure, certainly due to the mastery of the codes of this particular market by the project leaders. However, no form of harmony currently exists, so that confidence in each operation depends only on the person by whom the information is transmitted, most often within the "white paper", whereas only technical knowledge of the functioning of the program allows any certainty. The lack of a standard makes it difficult for the AMF to verify the veracity of the information provided for each type of unit issued. The use of standards would enable the development of this financing method, facilitating both its technical and legal aspects. These two aspects tend to be harmonised. As regards technology, an ERC20 token with standardised operation is being developed[57]. The content of the "white papers" also tends to be harmonised in order to be in line with the future legal framework, but raises new questions.

A good practices’ guide - Several European actors have signed a charter of good practice on European ICOs[58]. The main interest of the use of a guide of good practices is to settle the recurrent question of the level of information delivered to ICO subscribers[59]. The application of the good practices recommended by market players would help to project a positive image, whereas the sector is criticised for its opaque and speculative nature, which is detrimental to the development of the practice among uninformed investors[60]. The challenge is to ensure that investors are properly informed without making the ICO process more cumbersome or distorting, since speed and flexibility are the main attractions of the ICO process. The non-binding nature of the recommendations also makes it possible to support the development of this technology. On the other hand, while it is clear that the content of white papers must be accurate, clear and not misleading, excessive harmonisation could make it possible to classify them as a contract of adhesion[61] and therefore invalidate clauses that create a significant imbalance[62].

A limited scope for white-paper - In any case, it appears from the recommended practices that they concern only the minimum information that should appear in the white-paper[63]. This information is of three types: general information, financial information and technical information[64]. First, there is general information, such as the identity of the initiators (with a description of their experience) and a general description of the project (with an implementation schedule), then there is financial information, mainly concerning the operation and use of the token issued. More specifically, it would be a question of describing the sources of financing of the project (if the issuance of tokens is not the only mode of financing), the rights that they confer, the mode of operation of the governance of the user community, the intended use of the proceeds from the sale of the tokens, and the risk factors specific to the tokens issued and the differences in the event of a multi-token issuance to the issuer's activity and project[65]. If pre-sale procedures have been carried out, as is often the case in practice, their existence and modality must be stipulated. Thus, the number of tokens offered to the public, their value, as well as the distribution of the shareholding of all the tokens (specifying in particular the share held by the management) must be mentioned. In addition to this general and financial information, certain technical information must necessarily be stipulated, such as the computer security measures used (ideally, a description of the encryption used or its source code) and the competent jurisdiction in the event of a dispute (which would make it an imposed jurisdiction clause, the validity of which will certainly be discussed one day) [66].

 

All my posts are linked each other, so if you don't understand everything or you want to learn more about crypto-currencies in France please check the links below :

 

 

[1] ETH designating its monetary crypto-asset, which can be consumed in the creation of smart-contracts (having as "payment currency" the commercial crypto-assets issued in return) provided by the Ethereum computer protocol.

[2] P. Messié, « Description, analyse et perspectives d'évolution de la structure et du contenu des white papers relatifs aux ICO » Bull. Joly Bourse mai 2018, n° 117m9, p. 186.

[3] Ord. n° 2014-559, 30 mai 2014, relative au financement participatif, JORF n°0125, 31 mai 2014.

[4] C. Jeanneau, « Comprendre le fonctionnement d’un ICO », Hebdo édition affaires, 12 avr. 2018. p. 7.

[5] H. Causse, « Jetons et tokens créés par ICO : réalités fondamentales et pratiques de l’émission », Hebdo édition affaires n°548, 12 avr. 2018, par. 28.

[6] Idem, par. 29.

[7] P. Messié, « Description, analyse et perspectives d'évolution de la structure et du contenu des white papers relatifs aux ICO », Bull. Jolu Bourse mai 2018, n° 117m9, p. 186.

[8] Ibidem.

[9] Ibid.

[10] Notably TALAO, which states in its white paper (available here: [https://ico.talao.io/]) that it has not obtained approval from the AMF.

[11] P. Messié, « Description, analyse et perspectives d'évolution de la structure et du contenu des white papers relatifs aux ICO », Bull. Joly Bourse mai 2018, n° 117m9, p. 186.

[12] Ibidem.

[13]A. Stachtchenko, « ICO : l’impératif de la transparence », Bitcoin.fr, 7 oct. 2017 : [https://medium.com/@AlexStach/ico-limp%C3%A9ratif-de-la-transparence-603a41920741].

[14] D. Legeais, « Banque : L'ICO en trois questions », Semaine Juridique Entreprise et Affaires n° 1, 11 janv. 2018, par. 1 et 3.

[15] C. Jeanneau, « Comprendre le fonctionnement d’un ICO », Hebdo édition affaires, 12 avr. 2018. p. 7.

[16] Ibidem.

[17] Especially as a forgery-proof currency.

[18] Etude par le Cabinet d'avocats Simmons & Simmons LLP, « Le droit et la technologie blockchain : une approche sectorielle », Contrats Concurrence Consommation n° 10, oct. 2017, étude 10, par. 14.

[19] That was the ambition of the start-up Guacamol, now in the process of being dissolved: [www.usine-digitale.fr/article/et-les-legaltech-attaquerent-les-services-juridiques-aux-entreprises.N378596]

[20] Etude par le Cabinet d'avocats Simmons & Simmons LLP, « Le droit et la technologie blockchain : une approche sectorielle », Contrats Concurrence Consommation n° 10, oct. 2017, étude 10, par. 14.

[21] H. Causse, « Jetons et tokens créés par ICO : réalités fondamentales et pratiques de l’émission », Hebdo édition affaires n°548, 12 avr. 2018, par. 30.

[22] Idem, par. 41.

[23] The first would have been carried out in Switzerland in April 2017 : E. Baroin, « Effectuer une levée de fonds en bitcoins », Tribune de Lyon n°628, p. 46.

[24] AMF, « Synthèse des réponses à la consultation publique portant sur les Initial Coin Offering (ICO) et point d’étape sur le programme « UNICORN » », 22 févr. 2018, p. 20.

[25] The ICO of the Bancor protocol on June 12, 2017, allowed the project to raise in ether the equivalent of $119 million in real terms and not $153 million, as three days earlier when the funds were received : C. Jeanneau, « Comprendre le fonctionnement d’un ICO », Hebdo édition affaires, 12 avr. 2018. p. 7.

[26] Prop. Règl. n° 2018/0048 (COD) du PE et du Cons., 8 mars 2018, relatif aux prestataires européens de services de financement participatif pour les entreprises.

[27] E. Rogey, « La commission européenne pose la première pierre du crowdfunding européen », Bull. Joly Bourse, mai 2018, n° 117n8, p. 154.

[28] Art. 2, prop. règl. n° 2018/0048 (COD).

[29] E. Rogey, « La commission européenne pose la première pierre du crowdfunding européen », Bull. Joly Bourse, mai 2018, n° 117n8, p. 154.

[30] ESMA on providers of participatory finance services operating on European land : Art. 10, prop. règl. n° 2018/0048 (COD).

[31] L. Boisseau, « Bercy veut faire de Paris la capitale des ICO », 15 mars 2018 : [https://www.lesechos.fr/finance-marches/marches-financiers/0301441202149-exclusif-bercy-veut-faire-de-paris-la-capitale-des-ico-2161505.php].

[32] L. Agossou, « Difficultés de structuration fiscale des ICOs françaises : étude de cas », Hebdo édition affaires, 12 avr. 2018 n°548, p. 28 : « L’équivalent de 350 millions d’euros collectés lors des émissions dont la valorisation sur le marché secondaire atteindrait 552 millions d’euros ».

[33] F. Khachani, « ICO & Régulation : le risque d’une révolution schizophrénique », Hebdo édition affaires n°548, 12 avr. 2018, p. 33.

[34] AMF, « Synthèse des réponses à la consultation publique portant sur les Initial Coin Offering (ICO) et point d’étape sur le programme « UNICORN » », 22 févr. 2018, p. 12.

[35] Banque de France, « L’émergence du bitcoin et autres crypto-actifs : enjeux, risques et perspective », Focus n°16, 5 mars 2018, p. 1.

[36] F. Khachani, « ICO & Régulation : le risque d’une révolution schizophrénique », Hebdo édition affaires, 12 avr. 2018 n°548, p. 33.

[37] A. Pelission, « Le mécanisme des Initial Coin Offering », Bull. Joly Bourse, mai 2018, n° 117n2, p. 183, par. 5.

[38] This is the case of China, through the publication of a joint communiqué by the People's Bank of China (PBOC) and six other Chinese authorities, dated 4 Sept. 2017, on the illegality of the ICO mechanism; and South Korea, through a communiqué dated 29 Sept. 2017.

[39] « Depending on the facts and circumstances of each individual ICO, the virtual coins or tokens that are offered or sold may be securities » : « Investor Bulletin : Initial Coin Offerings », SEC, 25 juill. 2017 ; « Report of Investigation Pursuant to Section 21(a) of the Securities Exchange Act of 1934 : The DAO », SEC, 25 juill. 2017.

[40] Gibraltar Financial Services Commission, « Statement on Initial Coin Offering », 22 sept. 2017.

[41] Joint press release by the Gibraltar Minister for Commerce and the Gibraltar Financial Services Commission, « HM Government of Gibraltar and the Gibraltar Financial Services Commission announce plans for token legislation », 12 févr. 2018.

[42] Financial Conduct Authority, « Consumer warning about the risks of Initial Coin Offerings (‘ICOs’) », 12 sept. 2017.

[43] ESMA, « ESMA alerts investors to the high risks of Initial Coin Offerings (ICOs) », 13 nov. 2017.

[44] L. Boisseau, « Bercy veut faire de Paris la capitale des ICO », 15 mars 2018 : [https://www.lesechos.fr/finance-marches/marches-financiers/0301441202149-exclusif-bercy-veut-faire-de-paris-la-capitale-des-ico-2161505.php].

[45] M. Heymann, « Développement des ICO : comment Bercy réagit ? », Magazine Décideurs, 22 mars 2018.

[46] A. Pelission, « Le mécanisme des Initial Coin Offering », Bull. Joly Bourse, mai 2018, n° 117n2, p. 183, par. 4.

[47] To be distinguished from the visa affixed by the AMF to information documents relating to the issue of financial securities under French law by a public offer to the public of art. L621-8, C. mon. fin.

[48] AMF, « Synthèse des réponses à la consultation publique portant sur les Initial Coin Offerings (ICO) et point d’étape sur le programme « UNICORN » », 22 févr. 2018, p. 12.

[49] Ibidem.

[50] AMF, « Synthèse des réponses à la consultation publique sur les Initial Coin Offering (ICO) et point d’étape sur le programme “UNICORN” », 22 févr. 2018, p. 20.

[51] P. Messié, « Description, analyse et perspectives d'évolution de la structure et du contenu des white papers relatifs aux ICO » Bull. Joly Bourse, mai 2018, n° 117m9, p. 186.

[52] AMF, « Document de consultation sur les Initial Coin Offering (ICOs) », 26 oct. 2017, p. 15.

[53] It should be noted that some recent ICOs carried out on French soil seem to have anticipated this rule: Talao's white paper states on the cover page that it has not received prior approval from the AMF White paper available via the following link : [https://ico.talao.io/].

[54]A. Pelission, « Le mécanisme des Initial Coin Offering », Bull. Joly Bourse mai 2018, n° 117n2, p. 183, par. 4.

[55] AMF, « Synthèse des réponses à la consultation publique portant sur les Initial Coin Offering (ICO) et point d’étape sur le programme « UNICORN » », 22 févr. 2018, p. 20.

[56] T. Hobbes, « Léviathan », 1651, éd. Gallimard, coll. Folio essais, 2012.

[57] [https://www.ethereum-france.com/qu-est-ce-qu-un-token-erc20/].

[58] [http://www.icocharter.eu/] : « Proposition for Self Regulation rules for the ICO ecosystem », Icocharter, citée par l’AMF dans son document « Synthèse des réponses à la consultation publique sur les Initial Coin Offering (ICO) et point d’étape sur le programme « UNICORN » », 22 févr. 2018, p. 4.

[59] P. Messié, « Description, analyse et perspectives d'évolution de la structure et du contenu des white papers relatifs aux ICO » Bull. Joly Bourse, mai 2018, n° 117m9, p. 186.

[60] A. Pelission, « Le mécanisme des Initial Coin Offering », Bull. Joly Bourse, mai 2018, n° 117n2, p. 183, par. 3.

[61] Since if all the "white papers" were to be standardized, the hypothesis of a negotiation by mutual agreement would become difficult, only one party, the project leader, would set the general conditions in advance : Art. 1110, C. civ.

[62] Art. 1171, C. civ.

[63] P. Messié, « Description, analyse et perspectives d'évolution de la structure et du contenu des white papers relatifs aux ICO » Bull. Joly Bourse, mai 2018, n° 117m9, p. 186.

[64] Ibidem.

[65] Ibid.

[66] Ibid.

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FLA

French Legal Aspects of crypto-assets and other.

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