Tutor: Prof.ssa Silvia Corso

Short bio:

She graduated cum laude with a Master Degree in Law at the University of Cagliari with her thesis “La partecipazione dei lavoratori alla gestione d’impresa. Dalla Mittbestimmung all’impresa sociale” in Commercial Law. She proceeded with her studies by graduating at the School of Specialization for Legal Professions and obtaining her Law license; she began her career as a lawyer, working with several law firms and specializing in corporate law, banking law and corporate compliance. She currently holds a position as a Subject Expert in Commercial Law and as a PhD student in Legal Sciences at the University of Cagliari working on a research project focusing on corporate law, financial markets and digitalization.

Thesis abstract:

The project analyzes the evolution of financial instruments in the context of current digital transition of financial markets, reconstructing the path that led from traditional mass credit securities to their dematerialization and subsequently to their digitization through the use of distributed ledger technologies (DLT).
The regulatory framework of reference is Regulation (EU) 2022/858 (DLT Pilot Regime), which aims to introduce an experimental, temporary, and derogatory regime that allows certain DLT-based market infrastructures — such as MTF DLT, SS DLT, and TSS DLT — to operate in derogation from certain requirements of current financial services legislation, within a regulated and controlled system.
One of the key aspects of the investigation is related to the legal classification of financial and non-financial crypto-assets, a topic drawing increasing attentions by the Legal Doctrine. The analysis therefore focuses on the definitional difficulties encountered while trying to reach a clear distinction between security tokens and utility tokens.
Given this supranational framework, the analysis also aims to highlight the solutions adopted by the Italian and German legal systems to transpose and implement the DLT Pilot Regime, focusing in
particular on the regulatory choices and measures adopted to coordinate the innovations introduced by the DLT Pilot Regime with national regulations on financial instruments and market infrastructures.
In Italy, the legislator's intervention materialized in the adoption of Decree Law March 17, 2023, No. 25, and Consob Regulation No. 22923/2023, while in Germany, the Electronic Securities Act, the Gesetz über elektronische Wertpapiere (eWpG), was enacted and subsequently amended by the Zukunftsfinanzierungsgesetz (ZuFinG). This comparison highlights divergent regulatory and operational choices, offering multiple perspective on the effective harmonization of the European market for digital financial instruments.
The final phase of the investigation is dedicated to the impact of the digitization of financial instruments on corporate law, focusing and analyzing digital issuance as a statutory option, the criteria for identifying holders, the mandatory registration of shares, and the mechanisms of legitimation based on the results of DLT registers.
As to further highlight all data and consideration collected during the analysis, the project will ultimately underline all the potential of DLT technologies to enable the direct exercise of corporate rights by holders, foreshadowing multiple potential evolutionary scenarios that could have a deep structural impact on corporate governance and the architecture of European financial markets.