Janina Pietrowska

MLaw Switzerland / Head of IT, Fintech, Blockchain Practice / Of Counsel / Certified translator (DE, EN, RU)
E-mail: janina@rlp.li

Tel.: +423 376 65 35

Ms Janina Pietrowska, MLaw, Switzerland, is a multilingual expert in Liechtenstein and Swiss law, with a focus on corporate and contract law. Coming from international consultancy background Ms. Pietrowska used to advise international investors predominantly from Germany, Switzerland, Austria and Liechtenstein.

Ms Pietrowska was one of the first lawyers to start supporting blockchain projects in Liechtenstein since 2017, structured 40+ token offerings for real estate all over the globe, commodities, precious stones, physical and digital art.

Ms Pietrowska is a speaker at Blockchain Leadership Summit, Blockchain & Bitcoin Conference, Axess Think Tank, St. Moritz Institutional Investors Summit etc, and member of the Crypto Valley Association Asset Tokenization Paper Working Group.

Selected customer references and projects


Languages

German, English, Russian, Polish, Spainish

Career history

  • Head of Legal & Compliance, a Liechtenstein Wealth Management & Fund Management Company, Liechtenstein (2015 -2016)
  • Head of Corporate Practice (2014 -2015), Lawyer (2012 -2014), Balashova Legal Consultants, Moscow
  • Head of the Department of International Cooperation, A.I. Burnazyan Federal Medical Biophysical Center, Moscow (2008-2012)

Education

  • Master of Laws (Swiss law), University of Lucerne, 2021
  • Seminars on European and German corporate and insolvency law, Advoselect EWIV, Hamburg (2015), Chemnitz (2014)
  • Further training course “Legal regulations for real estate and real estate transactions under Russian law”, Institute of Continuing Education M-Logos, Moscow (2014)
  • Studies of law with the specialization of company law, Lomonosov Moscow State University (2009-2013)
  • Summer school at the Paris-Lodron University of Salzburg, introduction to Austrian law, Salzburg (2011)
  • Studied Linguistics (German and English), Novosibirsk State Pedagogical University, Novosibirsk (2002-2007)

Presentations (selected)

  • Presentation “Legislation for token issuance in Liechtenstein and European Union. Token Issuance with LCX vs. Self-Issuance”, LCX Token Sale Masterclass, June 2023
  • Panel discussion “LAW AND ORDER – the NBX episode”, Next Block Expo Warsaw, May 2023
  • Presentation “Switzerland and Liechtenstein as jurisdictions for crypto projects. DeFi/Fintech, GameFi, web3 trading/DEX from a legal perspective”, an Acceleration Program webinar from InnMind – a Swiss fundraising and acceleration platform for crypto start-ups, May 2023

  • Presentation “Sustainability & regenerative finance in Web3”, Web3StrongerTogether Virtual Summit, March 2023
  • Podcast “DAO Legal Aspects in Switzerland and Liechtenstein”, by DAO Today with Aléksa Mil, December 2022
  • Presentation “Switzerland and Liechtenstein as jurisdictions for crypto projects. DeFi/Fintech, GameFi, web3 trading/DEX from a legal perspective”, an Acceleration Program webinar from InnMind – a Swiss fundraising and acceleration platform for crypto start-ups, October 2022
  • Panel discussion “Regulation of tokenized assets”, event during WEF, May 2022
  • Presentation “Tokenization of IP Rights from Legal Perspective (Switzerland, Liechtenstein and European Union)”, event during WEF, May 2022
  • Presentation “Regulation for payment services in Switzerland and Liechtenstein”, webinar by a fintech software and licensing solutions provider, May 2021
  • Presentation “Legislation for blockchain projects in Switzerland and Liechtenstein”, a virtual round table by Silicon Valley Arbitration and Mediation Center, April 2021
  • Presentation “Legal Aspects of a Security Token Offering under Swiss and Liechtenstein Law”, “Legal Aspects of a Security Token Offering – Panel Discussion” by a tokenization platform, December 2020
  • Panel discussion “Legal aspects of digital assets”, Digital Assets Investment Conference, November 2020
  • Presentation “Legislation for blockchain projects in Switzerland & Liechtenstein”, Fintech Disruption Summit 2020.
    Panel discussion “VC Investment funds in the blockchain in the sphere”, September 2020
  • Panel discussion “Regulation issues for security token offering & crypto exchanges in Europe, U.S. and Asia”, Virtual Blockchain Summit, June 2020
  • Presentation “Legislation for blockchain projects in Switzerland and Liechtenstein”, regional round table of German-Russian Lawyers’ Association DRJV – Deutsch-Russische Juristenvereinigung, Germany, Frankfurt am Main, February 2020
  • Panel discussion “Asset Tokenization Paper Presentation”, launch event of Crypto Valley Association Western Chapter, December 2019
  • Webinar “How to raise funds in Europe + U.S. via Security Token Offering”, by RLP Lawyers, November 2019
  • Webinar “STO in Switzerland and Liechtenstein: USP – Main pitfalls – Perspectives”, by Synergy, May 2019
  • Video interview “Security token offerings in Liechtenstein”, by CryptoTwins and Value Tokenized, September 2019
  • Panel on regulatory event “Challenges and opportunities in cryptoassets investing”, Axess Thinktank, Geneva, Switzerland, February 2019
  • Panel on initial coin offerings and regulatory issues “Fundamental changes and core transformation of the token offering market; Due-diligence and assessment; Private and public investments to the ICO sector”, Blockchain Leadership Summit, Basel, Switzerland, November 2019
  • Presentation “Liechtenstein as excellent base for blockchain projects”, Blockchain & Bitcoin Conference Switzerland, Geneva, October 2018

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Publications (selected)

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Selected projects – Switzerland

Legal analysis and filling out the FINMA enforcement questionnaire for possible violation of Banking Act by advertising crypto custody services

Legal assistance by resignation of a Board Member after a merger

Legal assessment for an NFT marketplace set-up

including

  • financial market laws,
  • corporate law,
  • AML-legislation,
  • application for SRO membership document and developing of contractual framework.

Support with the application documents for SRO membership

and structuring the contractual framework for a crowd lending project in Switzerland and EU.

Solution of corporate conflicts of a blockchain start-up in Switzerland and Liechtenstein in the amount up to CHF 1.5 mln

Legal assessment for tokenized equity fundraising platform in Switzerland and Liechtenstein

Preparation of a token distribution agreement for a utility token issued in Switzerland

Legal assistance by Swiss active company setup

Tokenization of 100+ tons of a commodity

  • complex structuring of the ownership token,
  • preparation of the request with the Swiss regulator
  • legal opinion regarding the qualification of the token

Legal assessment of options for physical diamonds tokenization under Swiss law

Complex structuring of the tokens

  • preparation of the high level legal assessment regarding the qualification of the tokens and the setup of a decentralized exchange for trading of tokenized commodities,
  • preparation of the private placement memorandum

Legal assessment for using tokenization for fundraising for medical cannabis business

Structuring of the client’s SPV for investments in gold, silver and jewelry for up to CHF 2 mln

Solution of corporate conflicts between co-founders of a blockchain start-up after an ICO for over CHF 30 mln

Structuring of an STO in Switzerland and the EU worth CHF 10 mln for a crypto mining company

Selected projects – Liechtenstein

Preparation of registration (licensing) documents for one of the Liechtenstein crypto exchanges and token custodians

  • Incorporation of a Liechtenstein based legal entity with initial capital payment in BTC.

Incorporation of a Liechtenstein based legal entity with initial capital payment in USDT

Complex structuring of a holding company for fundraising for various food and beverage subsidiaries in Europe using tokenized equity

Complex support of utility token offering

including

  • the legal opinion on the token,
  • preparation of the basic information on the token and review of the documents required by the Liechtenstein Blockchain Act,
  • contractual framework drafting,
  • entity set-up

Preparation of share purchase agreements, application for commercial permits, foundation documents preparation as well as bank accounts for major Liechtenstein start-up acting in the field of carbon credit area and green economy

Complex structuring of investment and option agreements together with purchase of project tokens accompanied by the due diligence of the target company for the amount up to EUR 2 mln

Structuring, providing legal advice and obtaining the ruling from the regulator regarding crypto assets management platform

Review of complex foundation documents to reflect a DAO by means of a Liechtenstein Venture Cooperative

  • contractual framework drafting,
  • entity set-up,
  • legal advice on white paper,
  • presentation,
  • legal assistance by fundraising using SAFT (simple agreement for future token)

Legal assessment for a tokenization platform from the Czech Republic

Green bond structuring up to EUR 11 mln

Complex structuring of the holding company and preparation of the documents for submission for a number of registrations (licenses) with the FMA

  • token generator,
  • token issuer
  • exchange services provider

Legal advice for an E-Money institution + tokenization platform in Liechtenstein

Legal assistance for UK real estate tokenization up to EUR 5 mln

Legal assistance for Cyprus real estate tokenization for EUR 140 mln

Structuring of several corporate financing options for the expansion of the client’s business model from Eastern into Western Europe, advising on the full scope of security token offering with tokenized participation certificates

Structuring of a gold tokenization project (custody certificates) within private placement in the amount of CHF 4 mln

Legal assessment for real estate tokenization in Mexico

Legal assessment for real estate tokenization project from Germany under Swiss and Liechtenstein law

Legal assistance for an art tokenization project

Solution of corporate conflicts of a blockchain start-up in Switzerland and Liechtenstein in the amount up to CHF 1.5 mln

Providing legal support to a Liechtenstein start-up developing its own blockchain protocol

Legal structuring of a Japanese financial group and preparation of documents for registrations (licensing) as crypto exchange and custodian

Preparation of prospectus for the European Economic Area for a token linked to depositary receipt on European Emission Allowances

Complex structuring of token offering

including

  • legal opinions on the tokens involving both ownership token on physical diamonds and utility token to be used as the means of exchange within the ecosystem;
  • preparation of supporting documents including the contractual framework drafting