The EU has experienced an increase in Mergers and Acquisitions (M&As) in the space of technology, where Intellectual Property (IP) assets have turned out to be a definite determinant of success. Traditionally recession-resistant assets like patents, copyrights, trademarks, trade secrets, and proprietary technologies are now playing a key role in valuations and transaction results. This paper analyses the legal framework, key issues, and practical suggestions of IP in tech M&A in the EU. The regime of the Unified Patent Court (UPC) and the IP Enforcement Directive offer a balanced system of cross-border business operations, but differences in national legislation and multifaceted EU competition regulations still pose a challenge to stakeholders. The IP due diligence is also important, as it demands evaluations of ownership, enforceability, and the risk of dispute, licensing, and encumbrances. Companies need to make IP portfolios work together and solve the conflict of overlapping or redundant assets after the merger. New valuation and protection complexities emerge with emerging technologies like artificial intelligence and blockchain and can often exceed current frameworks. This paper indicates the significance of sound legal, technical, and financial cooperation, both regional and international, to have sustainable and effective IP management. Meeting these aspects is critical to making the stakeholders realize long-term value in EU tech-sector M&A.
Capital markets are at a structural inflection point. The question of whether distributed ledger technology (DLT) and tokenization would achieve institutional relevance has been answered. The focus has shifted to whether Europe will build the infrastructure to capture these benefits or cede that opportunity to other jurisdictions. At its most fundamental, this concerns who will define next-generation financial market architecture.
A first-order design task in blockchain-based decentralized autonomous organizations is to ensure that malicious actors are sanctioned. We show that, when voters act strategically and the system is insufficiently decentralized, payoff-matching bribes undermine the sanctioning of malicious actors under conventional governance. Our framework formalizes DAO voting mechanisms and lets us identify those that mitigate the problem. Stochastic voting decouples a tokenholder’s influence from the voting behavior of others. Thus, bribery-proofness can be restored in the presence of sufficiently centralized governance tokenholders. Alternatively, masked voting increases resilience against bribery. Our work contributes to the broader debate on the merits and pitfalls of decentralization and highlights the need to align governance mechanisms with the degree of decentralization in blockchain networks.
The Author states that Nakamoto combined several prior inventions such as b-money and HashCash to create a completely decentralized electronic cash system that does not rely on a central authority for currency issuance or settlement and validation of transactions.The key innovation was to use a distributed computation system (called a 'proof-of-work' algorithm) to conduct a global 'election' every 10 minutes, allowing the decentralized network to arrive at consensus about the state of transactions.This elegantly solves the issue of double-spend where a single currency unit can be spent twice.Previously, the double-spend problem was a weakness of digital currency and was addressed II The Technology behind BlockchainTo better capture the implications of blockchain applications, it is of utmost importance to start with an understanding of the technology that underpins distributed ledger technology ('DLT') (para.I.A), followed by the key features of blockchain (para.I.B). I.A Distributed Ledger TechnologyGiven the definition of a ledger as an information store that keeps final, definitive, and immutable records of transactions 40 , a distributed ledger is a type of ledger that is shared, replicated, and synchronised in a distributed and decentralised manner 41 .
Decentralized Autonomous Organizations (DAOs) are an emerging development at the intersection of organizational governance and blockchain-based technology. DAOs are transparent, participant-driven systems that operate without central authority. This study addresses the lack of a unified understanding of DAO architecture and governance in existing research. It presents a structured five-layer framework integrating governance, technology, and operational components. The goal of DAOs is to build autonomous, community-driven organizations on blockchain platforms controlled by smart contracts. By using code rather than conventional authority to ensure trust, these contracts automatically execute predefined rules, eliminating the need for intermediaries. These virtual organizations operate without a central authority and are governed through participant agreement and smart contracts. They use digital tokens to allocate resources and support decision-making. By promoting open and autonomous systems, DAOs have gained attention for their potential to transform multiple sectors. This article examines the benefits of DAOs over traditional organizations, evaluates existing approaches, and presents key concepts, components, and characteristics. This study also emphasizes the growing importance of decentralized governance in modern digital ecosystems.
Abstract The assignment of decentralized autonomous organizations (DAOs) to concrete legal company forms causes enormous difficulties around the world. That is why some states have recently taken corresponding legislative initiatives. Although existing, nonspecific legal forms of certain jurisdictions, such as the Cayman Islands’ foundation company, Guernsey’s Special Purpose Trust, or Switzerland’s association are commonly used by DAOs, they are not completely tailored to the features and needs of DAOs and their future development, providing the necessary legal certainty for DAOs and their participants. The DAO Model Law created a well-founded basis for the legal structure of DAO companies based on functional and legal equivalence. Depending on the peculiarities of the respective jurisdiction, selective adjustments and/or the implementation of specific company forms for DAOs are conceivable and necessary. Consequently, there is a need for further research in this area.
Kara J. Bruce, Christopher K. Odinet, Andrea Tosato
Abstract The enormous diversity in decentralized autonomous organization (DAO) ownership structures, governance models, and operational processes yields a spectrum of potential outcomes when DAOs meet bankruptcy. US bankruptcy law offers distressed businesses orderly rehabilitation or liquidation options but assumes conventional management and debtor–creditor frameworks. DAOs that are open to more traditional corporate-style operating structures may be able to access the bankruptcy system with some creativity and compromise. Conversely, DAOs that implement highly decentralized and automated governance models may find themselves unable to access or navigate the bankruptcy system voluntarily. This is due to bankruptcy’s heavily centralized and court-supervised process, which stands in tension with core DAO ideals. For such DAOs, bankruptcy might not be avoidable if their stakeholders commence involuntary proceedings. As decentralized models proliferate, understanding bankruptcy law’s application to DAOs is crucial for developing robust legal frameworks and policy responses to govern the rapidly evolving digital asset economy.
Abstract This chapter critiques decentralized autonomous organization (DAO)-specific organizational statutes and entity types in view of several propositions about the theory and structure of organizational law. First, it introduces and defends the proposition that organizational forms should, in the absence of an overriding reason, be neutral to private parties’ choices about technology. That said, while technological neutrality is a useful principle in evaluating organizational statutes, its application requires subtlety because one software technology may emulate another. Second, the chapter observes that existing general organizational forms are already capable of accommodating DAOs and other new technological structures for organizations. Using existing forms promotes harmony and simplicity in organizational law, a field that is already too fragmented and in which too many distinct types of entities already exist. The chapter also discusses the relationship between registered and unregistered organizational forms and how bespoke organizational statutes interact with the Corporate Transparency Act in the US.
The emergence of Decentralized Autonomous Organizations (DAOs) represents a paradigm shift in organizational governance, replacing traditional corporate structures with algorithmically governed models on blockchain networks. This article provides an analysis of the private international law (PIL) challenges posed by the BRICS Pay Consortium, a proposed decentralized payment messaging system for BRICS member states, modeled on DAO principles. The BRICS Pay Consortium DAO highlights a fundamental tension between the transnational and often decentralized nature of blockchain and conventional territorial legal frameworks. The Consortium is designed to operate without a central headquarters or legal personality, thus undermining traditional PIL connecting factors-such as domicile, registered office, and principal place of business-used to determine jurisdiction and applicable law. The article examines divergent global framework for the regulation of DAOs. By evaluating current responses-including statutory legal wrappers and on-chain dispute resolution-this article demonstrates that existing doctrines are inadequate for decentralized entities. It concludes that existing frameworks on jurisdiction and choice of law are currently inadequate for the complexities of the BRICS Pay Consortium DAO. Ultimately, the article argues that resolving these challenges requires a transition from traditional territorial models toward regulatory innovation, contractual best practices, and cross-border cooperation.
Abstract The socio-economic developments and the volume of Decentralized Autonomous Organizations (“DAO”) are increasing day by day. However, debates in the field of law regarding the DAOs are still vigorous. One of the most crucial issues pertaining to DAOs is liability, which is related to their legal nature. Hence, this work first briefly reveals the current liability regime of DAOs within the context of the current landscape of German and Turkish Company Law. Particularly ordinary partnerships, joint-stock companies and limited companies will be examined. Then, the new liability regime for DAOs will be proposed, as a part of the recommendation of a “New Code”. Finally, this work will be concluded with the outcomes and recommendations.
This chapter examines the jurisdiction and applicable law issues that arise in NFT-related contractual disputes under EU private international law rules, namely the Brussels I (recast) Regulation and the Rome I Regulation. It begins by analysing the key characteristics of distributed ledger technologies (DLTs) from a private international law perspective, including decentralisation, pseudonymity, and immutability. The analysis shows that these characteristics, in particular decentralisation and pseudonymity, pose challenges to the current territoriality-based PIL framework. The chapter then discusses how to determine the international nature of digital ledger transactions. It argues that NFT transactions often have objective international elements that do not require courts to presume internationality simply because the transactions utilize DLTs. The chapter then turns to jurisdiction and applicable law issues in NFT-related contractual disputes under the Brussels I (recast) and Rome I regulations. It examines the different types of contracts that may arise in the NFT ecosystem. The analysis demonstrates that NFT-related contractual disputes may not present a significant challenge for the application of EU private international law rules when the parties’ agreement includes jurisdiction and/or choice of law clauses. Where no such choices are made, however, the discrepancy between the decentralised, pseudonymous nature of digital ledgers and the territorial connecting factors in EU private international law rules will create difficulties for the courts. Courts may also face problems of characterisation when applying those PIL rules that cover specific kinds of contracts. As the chapter argues, these potential challenges highlight the need for a broad, flexible interpretation of the rules in light of the specific characteristics of DLTs and of digital assets (including NFTs). The chapter concludes by noting that such difficulties may eventually lead the EU legislature to introduce specific rules for DLTs that would cover digital assets including NFTs, but not before the first cases reach member-state courts or the CJEU.
This chapter delves into the complex legal landscape surrounding the ownership of non-fungible tokens (NFTs). Initially distinguishing NFTs from fungible cryptocurrencies like Bitcoin, the discussion highlights how NFTs leverage blockchain technology to certify the authenticity and ownership of unique digital objects. While NFTs record ownership and enable exchanges, they do not inherently confer legal ownership or copyright of the underlying asset. The chapter examines various perspectives on classifying NFTs within existing legal frameworks in common law and civil law, noting the challenges posed by their ability to represent diverse assets and rights. It explores analogies to property and intellectual property law, ultimately advocating for treating NFTs as a form of private property. This approach aligns with recent recommendations by the English Law Commission to adapt property law for digital assets. By recognizing NFTs as personal property, the chapter argues, we can provide robust legal protections for valuable NFTs and support their future development in digital marketplaces.
The relevance of this article lies in the existence of over 13,000 decentralized autonomous organizations worldwide, with a total capitalization exceeding 23 billion USD. Numerous projects exploit this form to circumvent regulatory frameworks. At both the international and Ukrainian levels, a coherent understanding of the phenomenon of decentralized autonomous organizations, their objectives, genesis, and legal nature remains absent. The purpose of this article is to explore the genesis and legal nature of decentralized autonomous organizations – from the inception of the technical idea to their transformation into sui generis legal entities. Applying comparative and formal legal methods to examine the development of the legal understanding of these organizations, and employing case study methodology to assess their implementation in practice, the article investigates the main stages of the formation of the modern concept of decentralized autonomous organizations, their differentiation from adjacent constructs – decentralized applications, autonomous agents, and decentralized organizations – by highlighting criteria of autonomy and decentralization, along with case studies from Bitcoin to The DAO. On the basis of a comparative legal analysis of regulatory models in the United States, Europe, and offshore jurisdictions, a conceptual mismatch is identified between classical corporate forms and the ontology of decentralized autonomous organizations. A two-component qualification test is proposed, alongside a typology dividing them into genuine, hybrid, and quasi forms. The findings of the study, together with the identification of practical challenges faced by such projects, substantiate the possibility of recognizing decentralized autonomous organizations as legal persons under Ukrainian law by means of the doctrinal construct of the “personalized purpose” (Zweckvermögen) developed by A. von Brinz, potentially implemented in the form of a foundation. This approach permits the integration of algorithmic will with legal personality without undermining their decentralized nature. The article provides a foundation for further inquiries into specific legal characteristics of decentralized autonomous organizations, including the “sorites paradox” and the prospects for legislative regulation within the Ukrainian legal order based on the doctrine of personalized purpose.
Zusammenfassung Die Distributed Ledger Technology (DLT) bietet das Potenzial, traditionelle Kapitalmarktintermediäre durch Technologie zu ersetzen. Mit der PilotVO sollte der Weg für solche DLT-basierte Infrastrukturen geebnet werden, indem deren Betreibern in einem sachlich und zeitlich begrenzten Rahmen gewisse rechtliche Erleichterungen gewährt werden. Die praktische Resonanz der PilotVO blieb bislang allerdings – vorsichtig ausgedrückt – begrenzt. Dieser Beitrag hat das Ziel, die Ursachen der zurückhaltenden Annahme der PilotVO in der Praxis herauszuarbeiten und Vorschläge zur Steigerung der Attraktivität von DLT-Marktinfrastrukturen zu unterbreiten.
<ns3:p>The article explores key legal and practical aspects of the register of shareholders under Polish law, a system fundamentally reformed by the 2019 amendment to the Code of Commercial Companies and the mandatory dematerialization of shares effective from March 1, 2021. The study examines the legal nature and functions of the electronic regis-ter, which has replaced the traditional share ledger and is now maintained by authorized external entities. The register serves as the sole official record of share ownership, making entries constitutive for the acquisition of shareholder rights. The article analyzes the impli-cations of these changes for corporate governance, shareholder rights, and the transparency and security of share trading in non-public companies. Special attention is given to the procedural rules for making entries, the scope of information disclosed, and the principle of transparency, as well as the potential use of distributed ledger technologies such as blockchain. The article also discusses ongoing and planned legislative developments aimed at further modernizing the register, improving oversight, and addressing practical challeng-es. The analysis is based on the dogmatic and logical-linguistic methods, providing a com-prehensive overview of the current legal framework and its anticipated evolution.</ns3:p>
This article examines the legal regulation of decentralized autonomous organizations (DAOs). The operational mechanisms and essence of DAOs are analyzed using the example of several marketplaces. The study identifies different types of DAOs and explores their legal nature. The paper also investigates the regulatory approaches of foreign jurisdictions toward DAOs. The legal status of DAOs is critically assessed. Based on the findings, the author proposes considering DAOs not only as legal entities but also as a decision-making mechanism within organizations