Case studies

The best way to get to know our way of working is through real cases. Make a first impression. Then we should talk.

Restruc­tur­ing and trans­fer of seat of an insur­ance entity

Since 2015, we are accom­pa­ny­ing a foreign insur­ance entity in an over­all restruc­tur­ing exer­cise includ­ing the trans­fer of the seat to Liecht­en­stein. The restruc­tur­ing included several cross-border and national (Liecht­en­stein) merg­ers and legal trans­for­ma­tions (Soci­etas Europaea).

Is the payment of taxes a „damage“ ?

“Data thefts” still find their ways into the head­lines. From time to time, some­times still CD’s with data stolen from banks or finan­cial services providers specif­i­cally Switzer­land or Liecht­en­stein appear and are offered to and bought by (specif­i­cally) German tax author­i­ties. Regu­larly, this leads to massive tax payments and poten­tial penalty payments due to the client. However, the ques­tion whether the bank or the finan­cial services provider whose data has been stolen can be held liable by the client has in the mean­time been solved by Liecht­en­stein court prece­dents. The Liecht­en­stein Courts have found in a number of cases that the payment of taxes and the oblig­a­tion to do so does, in general, not consti­tute a reim­bursable “damage” in the sense of the law. A differ­ent view might then be taken if the bank or finan­cial services provider knew of a data theft, was obliged to inform its clients but failed to timely inform clients.

CRR / CRD and the Liecht­en­stein Constitution

The exact appli­ca­tion of CRR and CRD in all detail has often raised and still does raise ques­tions. One of our client banks was fined by the Liecht­en­stein Finan­cial Market Author­ity for breach of CRR and CRD provi­sions relat­ing to capi­tal require­ments. We chal­lenged the FMA deci­sion as to our under­stand­ing, CRR and CRD had been fully complied with. In the broader picture, the ques­tion arose whether CRR and CRD were applic­a­ble in Liecht­en­stein at all as the provi­sions had not been trans­posed into national law, rather, the Liecht­en­stein Bank­ing Act simply referred to CRR and CRD wher­ever of rele­vance. We ques­tioned whether such “publi­ca­tion by refer­ence” was in line with the Liecht­en­stein Consti­tu­tion. Whilst the FMA Appeals Commis­sion followed our approach and consid­ered the publi­ca­tion by refer­ence to be uncon­sti­tu­tional, the Liecht­en­stein Consti­tu­tional Court protected this prac­tice and confirmed publi­ca­tion by refer­ence of EC provi­sions in Liechtenstein.

Disap­peared soccer player’s fees

An inter­na­tional soccer-pro had to learn one day that the income from merchan­dis­ing activ­i­ties which he worked on over years and which was always paid, upon recom­men­da­tion of his former manager, to Liecht­en­stein, had actu­ally “disap­peared“. The manager, who was intended to hold and manage the assets within a Liecht­en­stein trust struc­ture, had indeed done the oppo­site and had used the bulk of the assets for his own purposes. It turned out that a foreign soccer-club was in the process of paying a substan­tial amount due to our client the Liecht­en­stein struc­ture, which was under the control of the manager. We obtained a freez­ing order which obliged the soccer-club not to make the payment and at the same time obliged the Liecht­en­stein trustees not to accept the assets. The case was finally settled and the soccer club paid directly to our client who there­fore got at least part of the assets he worked for over several years.

Secu­rity Token Offering

We advise and support several compa­nies that do publicly offer Secu­rity Tokens, i.e. tokens which, due to their design and investor rights linked to them, qual­ify as secu­ri­ties in the mean­ing of Euro­pean finan­cial markets regu­la­tion, specif­i­cally the EC Prospec­tus Directive.

In order to be allowed to offer a secu­rity token in Liecht­en­stein, in the EEA and, as a general rule, also in coun­tries outside the EEA, certain formal require­ments have to be met. Within the EEA, a secu­ri­ties prospec­tus in compli­ance with the Prospec­tus Direc­tive has to be drawn up and filed for approval with the Liecht­en­stein Finan­cial Markets Author­ity (FMA).

We advise and support compa­nies on an ongo­ing basis with regard to the prepa­ra­tion of such secu­ri­ties prospec­tuses until their final approval by the FMA. In partic­u­lar, we had the plea­sure to draft the first secu­ri­ties prospec­tus on the public offer of Secu­rity Token that has been approved by the FMA in Liecht­en­stein in August 2018. As far as we can see this was not only the first Secu­rity Token Prospec­tus formally approved in Liecht­en­stein but the first Secu­rity Token Prospec­tus approved by a finan­cial markets author­ity european-wide.

Crypto Exchange

We advise and support a Liecht­en­stein based start-up company, which is imple­ment­ing a “Crypto Exchange” in Liecht­en­stein. The exchange is intended to not only allow trad­ing with crypto curren­cies and util­ity token but will also offer options for trades with secu­rity tokens. In this context, complex ques­tions as to the legal clas­si­fi­ca­tion and qual­i­fi­ca­tion of such an exchange (MTF, OTF) from a point of view of regu­la­tion on a Euro­pean level and the corre­spond­ing national imple­men­ta­tion acts do arise. The tech­ni­cal design of service solu­tions always has reper­cus­sions on the legal qual­i­fi­ca­tion of the busi­ness moddl and vice versa so that details of both compo­nents need to be devel­oped and advanced in close coordination.