Securities are the best form for distributing investment products.

For most investors, the easiest way to buy into an investment is to instruct their bank or broker to purchase the security by its ISIN number (or use a broker app). They will buy it, keep it in custody and sell when instructed. That’s super easy.

Investment products in any other form (for instance, LLC shares or private investment agreements) require more due diligence from the investor, are trickier to acquire and are less liquid.

A Geneva-based company, John Tiner & Partners SA with its global network. The firm started its business in 1995 and has since become a globally operating service for asset securitization and securities issuance. We pride ourselves on being innovative and offering solutions in the most complex scenarios.

As a rule, no. We do not assist in raising funds. We are primarily a legal services group, not an investment firm. Having said that, we may still offer you to network with local brokers and asset managers in the target markets – the ones we interact with in our business. If the product you want to distribute appeals to them, and the commission terms are agreeable, you may be able to directly agree on a distribution deal.

Not on the software side. We help with the legal side of regulated issuance of investment tokens (security tokens): choosing the jurisdiction for optimal regulation, creating the issuance SPV, drafting the issue documentation and then taking the whole process through to the legal creation of investment instruments (tokens) in conformity with applicable law. Our service is software-neutral, so feel free to engage any ‘tokenizer’ platform to program and create the tokens, sync their circulation with the owners’ register etc.

Most Islamic Securities (sukuk) are issued in a similar way to Eurobonds: the entity raising capital (‘Originator’) may be in any country, and the securities are issued by the SPV whose only functions are to issue the securities and to service the financial flows of the issue between the Originator and the sukuk holders. The SPV will be incorporated under the jurisdiction which is optimal for the issuance of Islamic securities.

The main difference to any other issue is that with Islamic Securities a Shariah Council must be formed to issue a Shariah opinion on the conformity of the issue with the rules of the Shariah and then to periodically review the application of the funds making sure they are applied as originally intended. We provide that.

Yes. As a rule, we will engage a Paying Agent for the issue (a licensed broker-dealer), a primary depository for the securities, will set up the issue with clearing systems (such as Euroclear, Clearstream, SIX-SIS etc.), engage a trust company to administer the issuing SPV, open the SPV’s accounts with a bank etc.

Yes, we can do that if this is required. Depending on the type of securities and the target market(s), we will propose the trading venue most suited for the client’s needs. In some cases an exchange listing is used just for the prestige / visibility, in others it assists the creation of an active secondary market for the securities.

We will normally share the information we have available on the subject, but any responsibly launched issue should engage a tax consultant to issue a formal opinion on these matters. We can engage such contractors on demand.

We will need to do a basic check of the underlying asset / business being a good faith investable object (not of the investment risk – this is simply subject to the disclosure), and will have to make sure that the proposed configuration of the issue does not contradict any applicable legislation (including the sanctions/restrictions regimes etc.)

Issuance of actively managed certificates (AMC) or portfolio-linked notes (performance-linked notes / bonds) is the solution.

Those, issued under the jurisdiction of Switzerland (ISIN: CH), are not considered “collective investment schemes” by the Swiss regulator, FINMA, and thus do not require a licensed asset manager. (Their tax treatment, though, is confirmed by the Swiss authorities to be similar to collective investment schemes and is thus favorable for investors).

There are certain ‘best practice’ requirements approved by the Swiss Structured Products Association which are applicable to non-regulated managers of such securities. One thing to watch for is that if you use an unregulated company to manage the AMC, it may require a license for collective investment scheme management in its home jurisdiction.

To overcome this, many AMCs have their unregulated managers appointed under the title ‘strategy sponsors’ rather than managers, but careful planning is needed not to break applicable laws in any case.

We deal with blockchain businesses a lot. The main issue with distribution of tokens is that they could be treated as security equivalents in many markets. So, our approach for non-utility tokens is – why don’t we call them securities from the start, and get them legally issued as securities? You would be surprised at how easy and inexpensive this could be if the right configuration and jurisdiction is chosen.

Structuring a private placement in a compliant way is easy, as those are exempt from prospectus approval requirements in many jurisdictions.

‘Crowdsale’ is likely to mean a ‘public offer’, and those are a bit trickier to structure, but there are many ways to make such issues compliant, even without filing a heavy-duty prospectus with the regulator. EU allows such offers below certain thresholds, Switzerland does too, several offshore locations allow public offers if their local residents are not targeted, etc. With the right legal structuring a token sale can be launched as a securities issue with marginal extra cost.

Yes. To do that we will need to issue ‘wrapping’ securities in the format which allows admission into Euroclear / Clearstream. For example, you have a private investment fund in Cyprus, and its shares cannot be admitted to global clearing. As a solution, we can issue asset-backed notes under Swiss jurisdiction (ISIN: CH) which will be backed by the fund’s shares 1:1. Those securities will be admitted to SIX-SIS, Euroclear and Clearstream. There will be no additional tax consequences for investors holding asset-backed notes in comparison to investors investing into the Cyprus fund directly. The Swiss Paying Agent will handle the custody of Cypriot fund’s shares and the payment flows under the securities.

Another solution is to issue depositary receipts or depositary notes on the underlying security and get those receipts / notes into the global clearing networks.

Depending on whether you are raising equity, debt or seek combined financing (e.g., convertible debt), we will set up an SPV in a jurisdiction well connected to global financial markets and issue globally accessible securities (Euroclear / Clearstream) which will be linked to, and backed by, the investment in your country. The capital raised by the issue will be invested in your business / asset. Normally, there should be no, or few exchange control restrictions on the repatriation of profits to pay ultimate investors under such scheme.

Case-specific, but normally 30-45 days is enough to arrange the issue.