The regulation of crypto-assets under Title II of the MiCA regulation : scope, relationship with MIFID II, and retail holder protection

Abstract

This dissertation examines Title II of the MiCA Regulation as the EU’s core regime for cryptoassets that are neither financial instruments nor stablecoins. It argues that Title II is best understood as a structured response to the disorder of the ICO era, combining scope delimitation, disclosure, conduct standards, and remedial mechanisms in order to regulate public offers and admissions to trading while strengthening retail-holder protection. The analysis first explores the outer boundaries of Title II, focusing on its relationship with MiFID II and the decisive role of classification in determining whether a token falls within EU capital-markets law or MiCA’s bespoke framework. It then distinguishes Title II crypto-assets from asset-referenced tokens and e-money tokens, showing that stablecoins are intentionally carved out into separate regimes. The dissertation further argues that Title II protects retail holders through an integrated architecture of white-paper disclosure, marketing discipline, withdrawal rights, conduct obligations, civil liability, and supervisory enforcement. At the same time, it contends that the effectiveness of this framework depends on ESMA’s interpretive guidance, especially its substance-over-form approach and classification benchmark, as well as on coherent enforcement across the Union. The overall conclusion is that Title II represents a major and comparatively robust regulatory advance, but one whose future success will depend on its ability to remain adaptable in the face of technological evolution and increasingly hybrid crypto-asset design.