Abstract
In this chapter, we focus on the concept of security as defining the scope of application of the Prospectus Regulation (PR). In Part II we consider the definitions of financial instrument and of transferable security in MiFID II, which offer the key concepts also for other directives and regulations, such as MAR and the Transparency Directive. In Part III we examine the concept of security in the PR, which makes reference to the MiFID’s definitions while adding some criteria that shed light on the same concept. In Part IV we introduce the ICO phenomenon and the main categories of tokens, as a case study for testing the latitude of the transferable security concept in a digital world. In Part V we briefly discuss the treatment of ICOs under US securities regulation, with special regard to the Howey-test and its application to crypto assets and ICOs. In Part VI we discuss whether tokens in general and utility tokens, in particular, should be qualified as transferable securities under the PR and EU securities regulation. In Part VII we conclude.