Art. 2 Conflicts of interest potentially detrimental to the issuer of asset-referenced tokens | RTS on issuer conflicts of interest | MiCA

1. The policies and procedures referred to in Article 32(1) of Regulation (EU) 2023/1114 to identify, prevent, manage and disclose conflicts of interests potentially detrimental to the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; of asset-referenced tokensmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; shall specify the circumstances which are capable of directly or indirectly affecting the objectivity and impartiality of the connected personsmeans any of the persons referred to in Article 32(1), points (a) to (d) and point (f), of Regulation (EU) 2023/1114; in exercising their duties and responsibilities. Such policies and procedures shall take into account situations or relationships where a connected personmeans any of the persons referred to in Article 32(1), points (a) to (d) and point (f), of Regulation (EU) 2023/1114;:
  1. has an economic interest in a person, body or entity with interests conflicting with those of the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; of asset-referenced tokensmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;;
  2. holds responsibilities within a person, body or entity with interests conflicting with those of the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; of asset-referenced tokensmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;;
  3. is hierarchically supervised by a person with interests conflicting with those of the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; or the holders of asset-referenced tokensmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;;
  4. has a relationship of a personal, professional or political nature with a person, body or entity that has interests conflicting with those of the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; of asset-referenced tokensmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; or has had such a relationship within the last 3 years from when the assessment is made;
  5. carries out activities in competition with those of the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; of asset referenced tokens, including those as a consultant, adviser, delegatee, outsourcee, third-party service provider, subcontractor or other supplier of a person, body or entity conducting the same business as the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; of asset-referenced tokensmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;.
1. With regard to the scenarios set out in paragraph 1, issuersmeans a natural or legal person, or other undertaking, who issues crypto-assets; of asset-referenced tokensmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; shall take into account whether those persons, bodies or entities:
  1. are likely to make a financial gain, or avoid a financial loss, at the expense of the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; of asset-referenced tokensmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;;
  2. have an interest in the outcome of an activity carried out or the effect resulting from a decision taken by the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; of asset-referenced tokensmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; and that interest is conflicting with those of the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; of asset-referenced tokenmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;.
1. With regard to the identification of the economic interest referred in paragraph 1, point (a), issuersmeans a natural or legal person, or other undertaking, who issues crypto-assets; of asset-referenced tokensmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; shall take into account situations where the connected personmeans any of the persons referred to in Article 32(1), points (a) to (d) and point (f), of Regulation (EU) 2023/1114; who is a member of the management bodymeans the body or bodies of an issuer, offeror or person seeking admission to trading, or of a crypto-asset service provider, which are appointed in accordance with national law, which are empowered to set the entity’s strategy, objectives and overall direction, and which oversee and monitor management decision-making in the entity and include the persons who effectively direct the business of the entity; or an employee of the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets;:
  1. holds ownership rights and tokens (including governance tokens), or membership in that person, body or entity;
  2. holds any type of debt with that person, body or entity;
  3. has any form of contractual arrangements related to the activities regulated under Regulation (EU) 2023/1114 with that person, body or entity.
1. Conflict of interests policies and procedures shall ensure that transactions consisting in the exchange of asset-referenced tokensmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; issued by the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; of asset-referenced tokensmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies; for fundsmeans funds as defined in Article 4, point (25), of Directive (EU) 2015/2366; or other crypto assets, including redemption of asset-referenced tokensmeans a type of crypto-asset that is not an electronic money token and that purports to maintain a stable value by referencing another value or right or a combination thereof, including one or more official currencies;, are subject to close scrutiny and monitoring with regard to the conditions in which they are concluded where the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; is one of the parties of the transaction and the transaction is carried out on behalf of any of the following persons:
  1. a member of the management bodymeans the body or bodies of an issuer, offeror or person seeking admission to trading, or of a crypto-asset service provider, which are appointed in accordance with national law, which are empowered to set the entity’s strategy, objectives and overall direction, and which oversee and monitor management decision-making in the entity and include the persons who effectively direct the business of the entity; of the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets; or an employee who can negotiate or sign contracts on behalf of the issuermeans a natural or legal person, or other undertaking, who issues crypto-assets;;
  2. a party related to a person referred to in point (a) as follows:
    
    a spouse, registered partner, child or parent;
    
    any relative who has shared the same household with that person for at least a cumulative time period of one year within the previous 5 years from the date of the transaction;
    
    a commercial entity, in which a person referred to in point (a) or points (b)(i) and (b)(ii) has a qualifying holdingmeans any direct or indirect holding in an issuer of asset-referenced tokens or in a crypto-asset service provider which represents at least 10 % of the capital or of the voting rights, as set out in Articles 9 and 10 of Directive 2004/109/EC of the European Parliament and of the Council(32) Directive 2004/109/EC of the European Parliament and of the Council of 15 December 2004 on the harmonisation of transparency requirements in relation to information about issuers whose securities are admitted to trading on a regulated market and amending Directive 2001/34/EC (OJ L 390, 31.12.2004, p. 38)., respectively, taking into account the conditions for the aggregation thereof laid down in Article 12(4) and (5) of that Directive, or which makes it possible to exercise a significant influence over the management of the issuer of asset-referenced tokens or the management of the crypto-asset service provider in which that holding subsists; of 10 % or more of capital or of voting rights, or in which those persons are key function holders as defined in Article 3(1)(9) of Directive 2013/36/EU of the European Parliament and of the Council(⁶)Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC (OJ L 176, 27.6.2013, p. 338, ELI: http://data.europa.eu/eli/dir/2013/36/oj)., hold senior management positions or are members of the management bodymeans the body or bodies of an issuer, offeror or person seeking admission to trading, or of a crypto-asset service provider, which are appointed in accordance with national law, which are empowered to set the entity’s strategy, objectives and overall direction, and which oversee and monitor management decision-making in the entity and include the persons who effectively direct the business of the entity;;
  3. a person in respect of whom the persons referred to in points (a) or (b) have direct or indirect material interest as regards the outcome or the conditions of the transaction, other than obtaining a fee or commission for the execution of the transaction.