Linklaters has advised fintech company SWIAT on the establishment of a European cooperative structure for the blockchain initiative Regulated Layer One (RL1). The new entity has been incorporated in Luxembourg as a European Cooperative Society (Société Coopérative Européenne, SCE). The ten founding members include banks from Germany, the Netherlands, France and Spain.
RL1 is designed as an open, neutral and compliance-focused DLT network for the European financial sector. Its objective is to overcome the existing fragmentation of blockchain networks in financial services and provide a shared infrastructure for tokenized assets, digital money and digital capital markets applications.
The RL1 network is built on SWIAT’s DLT infrastructure, which is transferred to the cooperative. The platform has been operational for three years and has facilitated more than 20 transactions with an aggregate volume exceeding €700m.
The European Cooperative Society (SCE) is a legal form that has so far been used only rarely by businesses. It is particularly well suited to projects in which a large number of independent participants from different countries pursue shared interests that extend beyond pure profit generation.
With the support of an international Linklaters team, SWIAT and the banks behind RL1 are breaking new legal ground. Structuring the SCE and implementing the associated governance framework and carve-out arrangements presented a particular challenge in an environment that requires the highest degree of legal certainty.
Linklaters advised SWIAT with an international team led by Mario Pofahl(Partner), Dr Maximilian Mann (Managing Associate, both Corporate/M&A, Hamburg) and Florence Forster (Partner, Corporate/M&A, Luxembourg). The team further included partners Dr Michael Leicht (TMT, Frankfurt), Dr René Döring (Employment, Frankfurt), Kaan Gürer (Antitrust & Foreign Investment, Düsseldorf) and Atif Bhatti (IP, Frankfurt); counsels Sebastian Dey (Capital Markets, Frankfurt) and Marie Sinniger (Employment, Luxembourg); managing associate Eugenie Syx (Corporate/M&A, Luxembourg); and associates Antonia Mertens (IP, Frankfurt) and Dr Colin Laws (Employment, Frankfurt).
Linklaters regularly advises financial institutions, market infrastructure operators and technology companies on the development and implementation of innovative solutions involving tokenised assets, digital securities and capital markets infrastructure.
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