FINDING THE BEST JURISDICTION AND STRUCTURE FOR YOUR ICO JAMES BROCKHURST, LLM, TEP SENIOR ASSOCIATE LAWYER FORSTERS LLP, LONDON

What we will cover Finding the best jurisdiction for the issuing entity Finding the best structure for your ICO Project.

Initial Coin Offerings (‘ICOs’) Hybrid of crowdfunding vs Initial Public Offering For some clients – attractive method of fundraising Tokenholders rights?

ICOs: Types of Token Pure cryptocurrency Utility token (File Coin, Telegram) Asset-backed token (or ‘Security Token’)

Utility Tokens Switzerland First-mover / first to be considered But is Foundation a suitable vehicle? Other Swiss structures Newer Movers Gibraltar, Malta, Hong Kong and Singapore

Security Tokens Singapore Strong reputation for financial markets Growing reputation for crypto (government initiative / projects (Digix / REAL) Standard requirements (prospectus, licensed fund manager etc) Switzerland Malta One to monitor (forthcoming regulation on security tokens) Jersey Well regulated, but lighter-touch regulatory regime COBO Order (1958) – piggy back onto older legislation

Don’t forget the rest of the world (!) Accredited investors Exclude certain jurisdictions Target markets in crypto friendly jurisdictions?

General Considerations for all ICOs Infrastructure Privacy KYC (know your client) / AML (Anti-Money Laundering Tax

ICO – Typical Structure = shareholding Hold Co 47Rah9JpO92RoL2fdXyg8nYpWP44UaGKvb Issuing Company (‘ICO Co’) Operations Company (‘OP Co’) IP Company (‘IP Co’)

ICO Structure with Orphan Entity = shareholding Hold Co 47Rah9JpO92RoL2fdXyg8nYpWP44UaGKvb Orphan entity? Issuing Company (‘ICO Co’) Operations Company (‘OP Co’) IP Company (‘IP Co’)

Issuing Company (‘ICO Co’) TRUST OWNERSHIP? = shareholding PTC TRUST 47Rah9JpO92RoL2fdXyg8nYpWP44UaGKvb Hold Co Issuing Company (‘ICO Co’) Operations Company (‘OP Co’) IP Company (‘IP Co’)

James Brockhurst TEP Senior Associate Lawyer D: +44 20 78693 6953 M: +44 7976 956 953 E: james.Brockhurst@forsters.co.uk