Civil law implications linked to utility and governance tokens

Abstract

This dissertation attempts to determine the legal standing of utility tokens and governance tokens within the context of Maltese Civil Law. This shall be carried out through an in-depth understanding of the use and ownership which a holder of such tokens has. Firstly, the term crypto-assets and the functioning of these tokens will be discussed to better understand the applicability of these tokens in our everyday lives. Subsequently, a comparison of utility tokens with vouchers will be made, through an analysis of the relevant provisions of the Civil Code and the way in which vouchers themselves may be classified under the law. Reference shall also be made to judgements decided by the Maltese Court, in order to determine whether the applicability of various legal notions are applicable within the context of vouchers. An analysis will be made between governance tokens and partnerships as regulated by the Civil Code. The voting powers granted by governance tokens are comparable to the voting rights granted to owners of entities or to shareholders or directors of companies or organisations. Hence, the regulation of partnerships under the Civil Code and such rights under the Companies Act shall also be analysed to determine the manner in which governance tokens may be regulated.