Digitalisation as a process that transforms the economy, together with the political intention to promote the great pact for sustainability (European Green Deal) have marked a late surge, accelerated by the pandemic, in the development of distributed log-based technologies (Distributed Ledger Technology or DLT). However, its unstoppable momentum has awakened more academic and industry interest than that of the legislator, who will have to react to the multiple edges and applications of the DLT phenomenon. To a large extent, this situation is due to an interdisciplinary character in which its first approach is mathematical, followed by an economic approach and only finally a legal one. Hence, it is not obvious to induce common characteristics in the plural creation of cryptoassets. Both through ICOs -coins- (initial coin offerings) or STOs - values - (securities token offering) the tokens - digital representation of a right to tangible or intangible assets in a private decentralised registry - can, at the same time, be a digital form of representation of the value of the company. In STO, the token represents the right to ownership of an asset or the ownership of a claim secured by the issuer, taking into account that any asset can be digitally represented, serving the financing or development needs of a company.

They are based in particular on Blockchain, through which the following are generated smart contracts that define the investment and are self-executing and developed through digital platforms.

It is evolving rapidly and allows companies to finance themselves through disruptive technological mechanisms.

Therefore, the impact of tokenisation will necessarily affect the corporate rules of the company whose assets are linked to the representation of corporate assets in distributed data.

This is an important debate at a time when governance is once again under scrutiny in view of the challenges facing European companies in the area of sustainability, the necessary long-term linkage in the social project of managers and shareholders, and because of climate change.

Today, corporate shareholder value must be reconciled with the value of the company for the shareholders.takeholdersThe concept of digital creditors has been extended to other groups, such as digital creditors. token holders- which have their own characteristics. Aware of this reality, the European Commission has launched a consultation process on the Sustainable Corporate Governance while advancing in the negotiation of the European Proposal for a Regulation on crypto-asset markets (MICA).

In the latter, it is considered that the "crypto-assets and the "decentralised registration technology"should be defined as broadly as possible in order to cover all types that currently fall outside the scope of Union financial services legislation. In particular, the definition should be aligned with that of virtual assets set out in the recommendations of the Financial Action Task Force (FATF).

Among the possible aspects of ICO issues in a generic sense, (about which the CNMV reminds that if they are not financial securities they are not supervised) there is growing interest in their relationship with the corporate governance of capital companies, especially those admitted to trading on a stock exchange or alternative market.

This relationship is situated on several levels. The first relates to the acceptance by the organs of society of funding based on this technology, such as security assets and the valuation of assets from an accounting and auditing perspective. In this context, the multiplicity of underlying assets and the absence of standardised due diligence make it difficult to deal with insolvency. At the present stage, ICOs-STOs cannot be considered as collateral - third party rights in rem - for the purposes of Article 8 of Regulation (EU) 2015/848 on insolvency proceedings. In addition, the obligatory transparency and diligence of managers in early restructuring - especially in the current pandemic situation - require a maximum diligence effort in pre-insolvency situations.

These are reasons why directors should ensure that they adopt controls, independent where appropriate, based on sound governance protocols and bring their due diligence in line with the most specific regulatory compliance requirements.

Another relevant application is the use of DLT techniques themselves., as a management tool for corporate structures. In this respect, the Blockchain is particularly useful as a management technique for corporations, especially listed companies, guaranteeing transparency and security in many respects. The digitised regulation of compliance (Reg Tech) is a magnificent ally in that it helps to comply with the legal obligations linked to money laundering control by preventing fraud and establishing the correct identification of participants.

Blockchain can also be used to guarantee the correct issuance of proxies, the identification at source of the principal and the chain of ownership in listed companies. Specifically useful is the register of members. A case study is pioneered in Delawere, where in 2017, the General Companies Act was amended to account for the use of blockchain technology in corporate record keeping.

A special issue is the possible conflict with company law rules arising from the creation of an autonomous entity of corporate organisation or DAO (Decentralized Autonomous Organizations) among the tokenholders.

Blockchain enables the creation of an autonomous distributed entity, as a new model for regulating internal corporate relations, based on Smart contracts. It is made up of the holders of the token or cryptoasset  They may represent assets of all kinds, divisible and freely transferable, and are managed on a decentralised basis.

In this context, the diligence requirements for corporate bodies are dependent on the lex societatis. For its part, the issuer of ICOs- STOs may pledge or transfer the security or underlying asset of any kind into the custody of an intermediary. This provision will be made under its documentation or advertising requirements encoded in the token itself which will be tailored to the relevant jurisdiction. They therefore compete with each other in legislative dumping.

Europe, once again, will be the most regulated market, but possibly not the most active.