New Securities and digital assets law proposed by UAE’s DIFC in consultation paper

New Securities and digital assets law proposed by UAE’s DIFC in consultation paper

The UAE’s Dubai International Financial Centre (DIFC), which is autonomously regulated, has proposed a new securities digital asset law in a new consultation paper.

The new Law of Security and related amendments to select existing legislation will cater to the requirements of the DIFC’s proposed digital assets regime to other DIFC laws. The proposed legislative enactments, and amendments to existing legislation, aim to ensure DIFC Laws keep pace with the rapid developments in international trade and financial markets arising from technological developments, and to provide legal certainty for investors in, and users of, digital Assets.

Jacques Visser, Chief Legal Officer at DIFC, commented: “DIFC is excited to announce a proposed new Digital Assets Law and new Law of Security regime. DIFC has been working closely with experts in the field of digital assets and banking and finance to create a groundbreaking Digital Assets Law, and in doing so proposes a significantly enhanced and updated Law of Security regime. The proposed Digital Assets Law sets out the legal characteristics of a digital asset, its proprietary nature, how it may be controlled, transferred, and dealt with by interested parties. The proposed new Law of Security is modeled on the UNCITRAL Model on Secured Transactions and has been adapted to take account of specific factors relating to DIFC. We believe these proposals will put DIFC’s legal and regulatory framework at the forefront of international best practice.”

The UNCITRAL Model Law on Secured Transactions (the “Model Law”) deals with security interests in all types of tangible and intangible movable property, such as goods, receivables, bank accounts, negotiable instruments, negotiable documents, non-intermediated securities and intellectual property with few exceptions, such as intermediated securities.

In the press release DIFC states, that digital Assets, such as cryptocurrencies, NFTs, stablecoins and security tokens, represent a trillion-dollar asset class and the scope for future innovation and market opportunities within it are considerable. Thus far the primary focus in many jurisdictions has been to regulate and impose enforcement related sanctions on some of the practical applications of this asset class from a regulated financial services perspective.

However, the fundamental benefits brought about by blockchain technology, the digital assets that can be created thereby, and their application across a wide spectrum of use cases will grow and become of increasing importance in a much wider context.

In this regard, the broader legal questions as to the exact nature of the legal features and impact of digital assets remains open for debate on several key issues. International legal developments and judgments across the common law world have begun to provide some clarity in this regard but has, to date, not yet provided a comprehensive legal framework mapping out the full extent of the legal characteristics of a digital asset and how users and investors within this asset class may interact with digital assets and each other.

Following extensive review of the legal approaches taken to digital assets in multiple jurisdictions, DIFC is now publishing for public consultation its own Digital Assets Law proposal to provide such a comprehensive framework in DIFC. In addition, the legislative proposal also proposes changes to other cornerstone DIFC laws, including the Contract Law, the Insolvency Law, the Law of Obligations, the Trust Law, and the Foundations Law to cater to the requirements of digital assets in the larger legal framework of the DIFC.

Similarly, a great deal of innovation has taken place in secured transactions regimes internationally – particularly since the current Law of Security was enacted in 2005. This includes the emergence of businesses and platforms that enable the extension of credit in, and secured or covered by, digital asset collateral arrangements, and an increasing drive to digitize international trade.

Following consideration of regimes in other jurisdictions and particularly UNCITRAL’s Model Law on Secured Transaction, in conjunction with the proposed new Digital Assets Law, DIFC proposes to repeal the current Law of Security, and to significantly amend and enhance DIFC’s securities regime. This will align the regime with international best practice and provide clarity in relation to taking security over digital assets. In doing so, the DIFC also proposes to repeal the current Financial Collateral Regulations and amalgamate the financial collateral provisions into a new chapter of the proposed new Law of Security.

The proposed legislative changes contained in Consultation Papers No. 4 and No. 5 of 2023 have been posted for an extended 40-day public consultation period with the deadline for providing comments ending on 5 November 2023. The Consultation Papers are available on the DIFC Legal Database.

The proposed amendments reflect the Centre’s commitment to maintaining a transparent and robust legal and regulatory framework aligned with global best practice.

Oman takes the last step towards developing its virtual assets regulatory framework

Oman takes the last step towards developing its virtual assets regulatory framework

At the end of July 2023, the Oman Capital Market Authority issued a Public Consultation Paper on its Virtual Assets Regulatory Framework.

The Capital Market Authority, Sultanate of Oman (CMA), which regulates and develops Oman’s financial markets for the capital market and insurance sectors, had earlier announced its plans to establish the new regulatory framework for Virtual Assets (VA) and Virtual Asset Service Providers (VASP).

As per the Oman Capital Market Authority announcement, the entity is currently in the process of drafting the comprehensive and facilitative regulatory framework, which will include a new regulation to cover all virtual assets activities, a licensing framework for all VASP categories and a supervisory framework to identify, assess, and mitigate ongoing risks. This is being done after the CMA had made an extensive global analysis and benchmarking with other jurisdictions.

The proposed new regulatory framework is envisaged to cover activities such as crypto assets, tokens, crypto exchanges, and initial coin offerings, among others.

The CMA has invited public and all relevant stakeholders, VASPs, financial institutions, academics, legal firms, consumer groups and other businesses that may be impacted by the VA and VASP frameworks, to provide their views and comments to the public consultation paper. The public consultation paper may be downloaded from the CMA’s website at www.cma.gov.om.

Responses are required within three weeks or before August 17th 2023. Responses to the public consultation paper can be made electronically via email to: kemal.rizadi@cma.gov.om.

In February 2023, Oman CMA announced its plans to develop a regulatory framework for virtual asets and VASPs. To assist in the development of a comprehensive regulatory framework for virtual assets in Oman, the CMA engaged the services of XReg Consulting Limited, an international policy and regulatory consultancy that specializes in virtual assets, and Said Al-Shahry and Partners, Advocates & Legal Consultants (SASLO), an Omani law firm.

Decentralized Autonomous Organizations will soon have a home in UAE ADGM

Decentralized Autonomous Organizations will soon have a home in UAE ADGM

UAE Abu Dhabi Global Market’s registration authority is seeking to develop regulations for DLT ( Distributed Ledger Technology) decentralized autonomous organizations and has started with the issuance of a consultation paper seeking replies before May 12th 2023.

For the proposed Distributed Ledger Technology Foundations Regulations 2023, ADGM is seeking public feedback and comments on the proposed new legislative framework for foundations that facilitate Distributed Ledger Technology (DLT) and token issuance (DLT Foundations).

As per the announcement, the Consultation Paper is of interest to any persons operating or planning DLT projects, persons engaging in digital asset related activities and their legal advisors, as well as DLT industry participants, associations, and stakeholders.

The RA’s key proposals for the Distributed Ledger Technology Foundations Regulations cover: the structure of the DLT Foundations; governance and control; tokens; reporting, disclosures and publication; beneficial ownership; supervision; insolvency and liquidation / voluntary strike off.

This new legislative framework showcases ADGM RA’s recognition of the overall suitability of foundation structures for DLT projects, and the RA’s alignment with ADGM’s strategy to facilitate and support crypto initiatives.

ADGM had received interest concerning the use of ADGM foundations for DLT purposes and the issuance of non-regulated utility tokens. However, whilst foundations are inherently well suited to DLT projects, there are certain features and requirements within ADGM’s current foundations regimes that impose constraints that are not desirable for DLT projects.

The ADGM registration authority, recognizing the overall suitability of foundation structures for DLT projects, seeks to facilitate and support crypto initiatives, as such decided to prepare a new legislative framework to cater for DLT projects and token issuance.

Decentralization is a core principle of many DLT projects, which prizes the transfer of authority and control away from centralized entities or groups to a distributed network of project participants. The perceived advantages of decentralization are rooted in this idea of decentralized governance, which its advocates believe promises a number of benefits, including more equitable ownership and value distribution among stakeholders, insulation from the vested interests of particular individuals or groups, reduced risk of censorship, and greater diversity.

So for these kinds of DLT projects, the concept of the “decentralized autonomous organization” (DAO) has emerged as the ideal-type governance structure.