Innovation: Blockchain, Cryptocurrency, and Startup
Our Firm has a cosmopolitan and international outlook and our lawyers are young and exuberant with a natural focus for innovation and new technologies.
The consulting regards mainly the blockchain and tokenization in the Real Estate field:
- R.E. purchase and sale agreements, transactions with fiat payments and cryptocurrency (as Bitcoin and Ethereum);
- Escrow account and related fiscal aspects;
- Incorporation of a Blockchain or Innovative Company (Startup);
- Distressed properties investments;
- Cryptocurrencies, ICOs, smart contracts and in general the Blockchain technology and its application to the traditional assets tokenization.
We provide legal consulting to the clients in every phase of the life cycle of a Start-up Company and Innovation legal consulting, ICOs, STOs, and the various fundings projects and alternative offerings.
Guiding the founding members from the embryonic and planning stage through the constitution of the innovative company, with the appropriate corporate legal forms. We evaluate and negotiate funding of interested investors, capital increases and possible incubations in the appropriate structures, also offering our expertise in the drafting of the related contracts until the final phase, for the eventual exit through the negotiation of an offer with potential buyers and the following acquisition.
The Firm also assists Italian and foreign investors willing to invest in innovative companies in obtaining tax benefits or exemptions provided for those who invest their capital in Start-ups or innovative companies.
Blockchain and Tokenization of Real Estate Assets
Govonilaw has, and always had, particular attention to the international developments and innovations in the Real Estate area.
As follows, an abstract of one of our research projects regarding the possible application of blockchain technology to real estate and the related tokenization of real estate assets.
Blockchain technology and smart contracts are changing the world.
In this way, the information recording system changes completely and this affects every aspect of our daily lives, starting from the low-value transactions, up to the most important ones, such as the property purchase. We have already witnessed a digital marriage case registered in the blockchain1 system. In fact, this digital register has as the main element of the decentralization.
This goes into the immutability of the data registered in a distributed system, avoiding the corruptibility of the database.
Wei Dai, in 1998, assumed an anonymous and distributed electronic payment system called b-money2. The paper described the general principles of modern cryptocurrency systems, a system of digital pseudonyms, not traceable, to allow payments and to enforce contracts, but all this didn’t have a great following mainly because it lacked a decentralized system.
Satoshi Nakamoto, pseudonym of the creator of Bitcoin, in 2008, outlines its essential features with the essay “Bitcoin: A Peer-to-Peer Electronic Cash System”3.
This document explains the Bitcoin as a peer-to-peer electronic cash transaction system that allows you to send online payments, either directly from one person to another, without having to go through a financial institution through the blockchain technology.
Digital signatures are a first guarantee element, but a peer-to-peer network solves the double-fee problem. The network creates a blockchain validated by the proof-of-work4 (PoW) composed of transactions based on hash, such as time markers.
At the base of the Bitcoin “mining” there is a complex system of mathematical formulas, and every time someone tries to solve them, he creates (portions of) Bitcoins, but before the conclusion of the operation, it requires whole community permission that is part of the network. This solution is part of the complex time-chain system of the blockchain from its birth in January 2009.
To this day, the interest of the corporations is increasingly growing and the main players in the international market try to update the system, to be able to be the most virtuous managing blockchain’s technology.
There is also a study of possible improvements regarding the creation of new consensus protocols, aiming to solve the main issues actually related to Bitcoin, such as scalability and high transaction fee. In the consensus protocols, it starts from proof-of-work (PoW) until the proof-of-stake (PoS, another consensus protocol), and there are new studies and research for new protocols every day.
The sector of interest, that we intend to focus here, is the real estate crowdfunding for development and building projects through the blockchain technology and smart contracts.
The best use of blockchain technology should start from the legislation and its regulation.
This system represents a great opportunity in terms of efficiency, cost reduction, elimination of corruption and frauds that will allow the attraction of small investors too, thanks to the splitting of real estate assets.
- The first aim of the project is to draw the guidelines for the correct implementation of smart contracts 5 their management and the offering of blockchain real estate projects to the public;
- Another objective is to use the blockchain system in the Scandinavian real estate sector, which already seems to be a breeding ground6 for the practical use of this technology;
- We intend to lay the foundations for the introduction of the crypto-property 7 institution, or smart-property, for the creation of real estate development projects;
- Lastly, considering the scalability of this system, this project applies also to contexts much more affected by corruptive phenomena, such as Indian 8 and African9 Countries.
Within the real estate sector, the rent and lease contracts occupy prominent positions.
The Scandinavian real estate scenario currently, in this sector, has a large (increasing) demand for a limited supply. This is valid both for Scandinavian citizens, considering the long waiting lists of the renting market, and for the foreign investors.
According to estimates10, it would take almost 50 years to satisfy the demand for accommodation of over 550,000 people currently on the waiting list for a long-term standard contract.
It is estimated that the trend is continuously growing at a rate of 8-9% yearly.
This research aims to decrease the spread between supply and demand. Making real estate investment even more appealing as it is more liquid, accessible, transparent, also drastically reducing brokerage costs.
For this purpose, the building and real estate development projects will also be the object of this research11. This can be done through smart contracts and the tokenization of real estate assets.
The applicability of blockchain technology seems to be more and more usable in the most varied archives and cataloging systems. Even for daily use, such as real estate registers (including the land registry), the patent register, the registry office, the car registry, but also as a system of protection of intellectual works and artists12.
The use and development of a revolutionary structure, however, must not be weakened, or limited, by strict legislation. That could take as a reason the risk linked to money laundering and other related crimes, often abstractly linked to cryptocurrency financial transactions.
Therefore, the research object will be the blockchain system in the real estate sector that could be summarized, as a potential path, as follows:
- Evaluation of the investment and due diligence about the property or the real estate project that must be included in the decentralized investments platform;
- Estimate based on the previously established value of tokens of the asset;
- The tokenization process of the real estate assets, by definition static and illiquid. These assets will be split in order to make easier their use, giving the opportunity to participate in also to the small investor;
- Presale of tokens until the minimum fund required for the investment is reached;
- When the presale succeeds, the property purchased will be formalized through the deed by a vehicle company ad hoc created;
- The property may be rented in exchange for a cash flow that will be equally and automatically divided to the various token holders in proportion to the invested capital, or it will be sold for a capital gain to third parties.
The decentralization of such a system will prevent the concentration of the collected funds in the hands of a single entity, who could be tempted to flee, leaving investors without capital, interests or profits. A decentralized system would compensate for the lack of knowledge and trust in the teams of founders and developers.
We are increasingly moving towards a system where the intuitu personae would not be necessary anymore. From this perspective, it would be relegated to an element belonging only to the old centralized system. It will no longer be necessary for this system mathematically distant from frauds or malicious attacks. The unattainability of a 51% attack by any malicious buyers is done against the decentralized blockchain systems13.
It will, therefore, be necessary to draw up guidelines for the implementation of increasingly secure and cost-effective transactions. This is done in light of the theoretical-practical research of the various projects analyzed and outlines a framework of best practices and regulation of the blockchain phenomenon and smart contracts.
Through the blockchain and smart contract’s system will be possible to realize real estate projects in an innovative way with multiple benefits, among which:
- Faster procedural times and increased volume of sales;
- Almost non-existent or minimal transaction fee;
- Mortgages and loans obtained almost instantly or extremely faster;
- Greater security and limitation of fraud due to human corruptibility;
- Substantial reduction of judicial litigation cases;
- Reducing territorial barriers with online crowdfunding collected through the blockchain technology;
- Fundraising access also for small investors.
The hope is to get more results and benefits that could offer greater certainty by drafting the guidelines for real estate development and related blockchain crowdfunding system.
The research work aims to hypothesize a blockchain system in which all the practical aspects, and the related due diligence, are verified through the smart contracts, which result in the positive or negative outcome of the validity of a transaction in a few minutes. Considering a practical case of a real estate transaction where the control carried out could concern the following elements: validity of the title of ownership by the seller, capital required by the buyer, property free of bonds or mortgages, non-existence of pre-empting or detrimental transcriptions, history and transactional rating of the operators involved.
This could promote those Countries, among which the Scandinavian ones, with a high unmet real estate, demand both for citizens and for investors and, more generally, to constitute a solution as free as possible from frauds and corruptibility events.
Authors: Lawyer Avv. Davide Govoni, Lawyer Avv. Emmanuele Govoni
- Descriptive document of the b-money system, http://www.weidai.com/bmoney.txt
- Bitcoin whitepaper, https://bitcoin.org/bitcoin.pdf
- Proof-of-work represents the first consensus form of cryptocurrencies that verifies the validity of transactions within the blockchain system.
- Smart contracts are self-executed when the typed conditions occur.
- Regarding the ever-increasing use of technology for money transfer, https://www.theguardian.com/business/2016/jun/04/sweden-cashless-society-cards-phone-apps-leading-europe also initiatives related to the use of blockchain in the Swedish Land Registry, https://chromaway.com/papers/Blockchain_Landregistry_Report_2017.pdf
- See the hypothesis proposed by a Swiss Law Firm, https://www.mme.ch/fileadmin/files/documents/Publikationen/170927_Magazinbeitrag_BCP_Genesis_Version.pdf
- Over half a million now waiting for apartments in Stockholm, https://www.thelocal.se/20170112/over-half-a-million-now-waiting-for-apartments-in-stockholm
- http://squarex.io/ and http://sosnovkino.info/
- Harvard Business Review on the music industry, https://hbr.org/2017/06/blockchain-could-help-musicians-make-money-again, How blockchain can change the music industry,https://techcrunch.com/2016/10/08/how-blockchain-can-change-the-music-industry/
- Vitalik Buterin (creator of the Ethereum, the main cryptocurrency on which the smart contracts are based) The meaning of decentralization, https://medium.com/@VitalikButerin/the-meaning-of-decentralization-a0c92b76a274