Federico Vasoli and dMTV – Proving that Boutique Law Firms Can be both Nimble and Adept

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Hubbis recently ‘met’ with Professor Federico Vasoli at his base in Singapore. He is the managing partner of the international legal and tax advisory firm dMTV Global, which is headquartered in Singapore and also has offices in Dubai and Vietnam. Vasoli is also director of its Malta subsidiary dMTV Europe and a member of FinanceMalta, the government body that promotes the Maltese financial services industry. Vasoli took the opportunity to highlight the business areas his legal practices have been working on in recent times, including Malta’s many appeals as a business and lifestyle base for Asia’s wealthy individuals and families, and he and his firm’s initiatives in the world of blockchain and digital assets, which are both gradually being adopted by more and more investors and wealth managers worldwide, and in which Singapore and Malta are leading protagonists.

Vasoli reports that dMTV offers legal and, partly, commercial solutions for the achievement of business objectives and the devising of solutions. The firm’s services cover complex operations, such as internationalisation, M&A, corporate governance, trusts and inheritances, immigration, international tax and structure planning, legal assistance on distributed ledger technologies (DLT/blockchain) and digital tokens (virtual financial assets, cryptocurrencies), as well as simpler advice and execution on contract drafting and reviews, legal and tax opinions, and company/fund incorporation, operations and ancillary services.

The firm’s clients include manufacturing companies, tech start-ups, investment and real-estate funds, management companies, family businesses and high net worth individuals.

Vasoli himself is a lawyer admitted to the Bar of Milan and to the Malta’s Chamber of Advocates as a European Union lawyer and by the Vietnamese Ministry of Justice as a foreign lawyer in Hanoi. He was previously a partner in his family’s Italian law firm dMTV – de Masi Taddei Vasoli – which is based in Milan, Italy, and has for many years also had an office in Vietnam.

The Maltese connection

Malta might only be a small economy in the Mediterranean, but it has been growing at remarkable rates – comparable to those of China and Vietnam – over the past several years until the pandemic hit. It is in the European Union and in the British Commonwealth and has an increasingly diverse economic base, as well as a wonderful lifestyle, albeit not as glamorous as others hubs, like London, Dubai or Singapore, but this is greatly appreciated by those that prefer understatement and quietness.

Vasoli works with a variety of Asian HNWIs and their families, some of whom turn to Malta for its pro-business legal framework, attractive tax regime and alternative residence and citizenship, which also naturally brings them EU freedom of movement rights. He is a keen promoter of the merits of Malta as a safe and vibrant business hub in the Mediterranean, a destination for inward investment, and as a host for new residents and citizens.

“A pro-business legislature, whichever of the two main political parties is in power,” Vasoli comments, “is driving Malta’s growth, which has until the pandemic been by far the best in the entire EU, of which it has been a member since 2004, having thereafter adopted the Euro. There is a government in power now with the largest ever parliamentary majority in the history of Malta, there is great cultural diversity, protection of civil rights, there is the history of British law and customs and a very enjoyable Mediterranean approach to life.”

Aside from being a major tourist destination, and being an island of course where shipping, construction and logistics are very important, Vasoli explains that a key message for the discussion is to highlight FinanceMalta, with which he also works.

Malta, cryptos and blockchain

FinanceMalta is a public-private initiative of the Government of Malta that has been working hard to promote Malta as an investment centre and to promote its services industry. “Central to this,” Vasoli explains, “has been the drive to broaden the country away from its traditional industries, for example in the areas of trusts, asset protection, logistics such as shipping and freight forwarding, pharmaceuticals, high added value manufacturing, and more recently newer areas such as cryptocurrencies and technologies, such as blockchain and broadband connectivity.”

Malta and the Asia links

The growing prominence of digital assets and blockchain in Singapore and Malta has in part driven Vasoli’s growing focus on digital assets and blockchain. “Singapore is also a leading market for the introduction and development of both of these,” he explains. “As we operate out of both Singapore and Malta, we can offer a lot of support and assistance in this regard. It is really valuable in helping us attract new HNW and UHNW wealth to Malta. The connection to Asia is very strong already, and growing year by year.”

Malta, he explains, has actually been a pioneer in recent years in legislating on pensions, insurance, professional investment funds, and now on blockchain, cryptocurrencies, and also artificial intelligence.

“In fact,” he reports, “Malta is the very first and so far the only jurisdiction in the world with a comprehensive legal framework for blockchains and other distributed ledger technologies, and what can be classified as virtual financial assets, i.e. digital tokens that cannot be considered securities, and yet whose scope is broader than mere utility tokens. Actually, we have fairly recent legislation in Malta covering blockchain and digital assets, which is very interesting for the wealth management community, because it paves the way for this new asset class, namely virtual financial assets.”

“And this of course resonates with our clients in Asia as well, so we have been doing more and more work in this area.”

Bitcoin, for example, which is the quintessential virtual financial asset, is not a security, nor is it a utility token; it can be interpreted, according to the Maltese legal definition, as a virtual financial asset. “The new laws define what these assets are,” Vasoli elucidates, “and they also stress compliance and control, and hence they introduced a number of thresholds in order for investors to be able to move through digital assets such as cryptocurrencies and other virtual products enabled by blockchain.”

Virtual assets for the real world

He offers further insight into the Singapore-Malta connection as it pertains to the world of virtual assets. “The Wild West days are hopefully over for digital assets,” he comments. “The combination of using Singapore and Malta for blockchain and digital assets is ideal, as Singapore has a large market of risk-taking investors, coupled with considerable experience in crypto funds, new listings, private and public offerings of start-ups, IEOs and more recently IDOs, which have de facto replaced ICOs. And these digital assets and blockchain can even be applied to social purposes, for example in Singapore we have assisted a client that issued digital tokens as a reward, expendable on partner e-commerce platforms, to people who collect abandoned plastic bags, which are then re-used to generate jet fuel. Singapore eventually outpaced Malta, with the introduction of the Payment Services Act 2019, in force since this year, which also covers the main rules that crypto-exchanges must adhere to. We are proud to have assisted clients that hopefully will belong to the very first tally of licensed crypto-exchanges here under the new law.”

Both Malta and Singapore also offer very attractive tax regimes. “The key feature of the tax regime in Malta for foreign owned companies is that you pay a flat 35% corporate income tax, which is nominally quite high, but the Maltese company’s shareholders are then, in most cases, entitled to receive a refund of 30%.”

He explains that because Singapore does not impose taxation on foreign-sourced income, if the Maltese company’s shareholder is based in Singapore and complies with base erosion and profit shifting regulations, with anti-avoidance, tax-inversion and other relevant rules, then the shareholder is entitled to receive a fully tax-free tax refund from Malta in Singapore.

“And Malta and Singapore,” he elucidates, “on top of sharing quite similar legal systems and practices, from a regulatory and tax perspective, are both whitelisted by countries across the globe as compliant onshore jurisdictions. This is very important.”

Blockchain adoption grows

He elaborates on the opportunities, noting the adoption of the blockchain transactional protocol and that digital assets are becoming more mainstream, as manifested by the growth in digital instruments, in tokens, and other virtual financial assets and all this area is gradually becoming more widely accepted globally.

Vasoli reports that the pandemic has been a global accelerator of smart working, and also these newer technologies such as blockchain, which he reports is now becoming even more popular among companies, because of the fact that it offers transparency and traceability.

DLT – short for transparency

“One of the problems that we always face with the Internet is security and privacy,” he observes. “Data can be stolen, can be forged, and that includes of course financial information and money too, from bank and other financial accounts. Blockchain technology is not a one size fits all solution, but it does address some of these problems, namely traceability and the fact that the digital assets issued supported by blockchain cannot be copied. It is one of the key features of blockchain technology and the core reason why it will increasingly be employed to verify a wider variety of assets and transactions.”

The legal problem however is the weak and variable regulation of digital assets and their issuers across the globe. “If they represent a store of value, a means of exchange, then they are effectively non-fiat money; if they represent a share-like or bond-like right, then most likely they are securities, with all that this entails. And what about liabilities attached to automated systems that execute “smart contracts”?” Vasoli comments. “This new technology exists, it is no longer embraced solely by a handful of enthusiast, and it could and should be one (not the only one) key solution to some noticeable problems that we face in the world of online transactions, especially of financial nature, but the most pressing problem is regulating how this all works, particularly to protect investors and consumers and bar frauds. As a lawyer, this offers us considerable opportunity to be at the cutting edge of practical innovation and help to clarify what these assets are and the relevant contracts and protocols that should be involved.”

Many opportunities

There are many opportunities, Vasoli reports, that digital tokens in many jurisdictions, for instance in Singapore, can be used to raise capital, and this methodology he reports can be cheaper and less cumbersome than loans or securing new shareholders for a typical common equity raising, let alone getting listed.

“And in the world of private wealth management,” he explains, “the utilisation of blockchain offers transparency, accountability, and full traceability. Moreover, it offers the potential for disintermediation, as wealth managers can issue digital tokens that are fully accountable and tradeable.”

Mitigating volatility

But another core problem with digital tokens, he concedes, is that currently, they are still highly volatile. “However, there are solutions to each of these issues. Volatility can be mitigated, for example with so-called Stablecoins, which are digital tokens that represent or are pegged to a fiat currency or an asset, like gold, or even another digital token such as Bitcoin, thereby representing a new asset class to invest in or to use as a storage of value, one that is far less volatile.”

Vasoli reports that with this background, he has for several years been expanding his business focus to help companies and individuals with projects in these areas as this industry has taken off quite dramatically over the past three to four years.

Keeping things clean and clear

“This digital assets industry was completely unregulated,” he explains, “and it was widely used by criminal organisations and people that essentially wanted to evade taxes and not declare their wealth, but governments in certain countries, for example Malta, have been working hard to introduce relevant regulations. So, what I do as a lawyer is to make sure that the project complies with the law, always keeping the bigger picture in mind and thus adopting a holistic approach, which means not just drafting the essential legal opinions and reviewing the documents that are needed for launching the project itself, but also proving assistance on contractual, corporate and tax matters, as well as perhaps assisting clients in the way they issue tokens, such as ICOs, Initial Coin Offerings, or more recently IEOs, Initial Exchange Offerings.”

“The IEOs have gained more prominence as crypto exchanges have risen in number and capability as mediums through which crypto assets can be exchanged for other assets, for example fiat currencies, or gold or other assets that have a definable value.”

He explains that if, for example, an investor wants to sell USD100,000 of Bitcoins for settlement in UK pounds sterling, and if the investor wants to be sure that the money he or she receives is not criminally sourced or ‘tainted’ money, then the regulated exchanges offer that level of surety.

The rise of the IEOs

“And the IEOs offer the opportunity to then launch and trade new digital tokens through the exchange, resulting in the flow of commissions for the key parties involved. So, my role is to assist the clients from the very first steps, help them structure from a legal standpoint, review their documents, write legal opinions that are fundamental for the regulator and for the exchanges themselves in order for them to be able to accept a digital token project.”

He elaborates on this, explaining that the legal opinion is essentially his lawyer’s opinion that says that the digital token is not a security. “In the US, all digital tokens are deemed by the Securities and Exchange Commission to be securities, but we believe that defeats the purpose of digital tokens, because, if they are securities, they are suddenly just as expensive to handle and issue as normal securities and have all the similar types of distribution restrictions.”

Accordingly, he explains that his mission is to make sure that the project does not fall into the ‘security’ domain from a legal standpoint, and then to make sure that the corporate structures, and all relevant agreements are properly drafted and applicable.

Facilitating decentralisation

Vasoli observes that blockchain has such vast potential partly because it is synonymous with decentralisation, as there is no central authority, no central bank, no government, no regulator that regulates the functioning of the blockchain.

“It is distributed ledger technology, either public or private, and therefore theoretically failsafe,” he says. “Accordingly, there are many blockchain advocates that propose blockchain as the future fundamental platform of the global world of financial transactions. Certainly, the trend that I see is that governments and very large companies will use blockchains more and more for a number of services. There are insurance companies that are using blockchains to monitor the behaviour of their subscribers. The car insurance business will see insurers increasingly track the driving conduct of the insured in order for them to gauge the premiums according to the way people behave on the road. And so forth across the vast range of transactions and services.”

He explains for example that remote voting via blockchains could work as the secure and non-copiable distributed ledger on a blockchain could replace the ballot box. “I am not advocating this,” he adds, “but I do see that it could be possible. And legal documents and company records could be safeguarded via blockchain.”

dMTV – flexible and nimble

Vasoli draws the discussion towards a close by offering further insight on his firm. He explains that there are now 20 people working across the firm’s several jurisdictions. “We span ourselves off originally from my family’s law firm, which is also called dMTV, an acronym for the surnames of the partners, and, since I moved to Malta at the end of 2016, we have been expanding this practice while cooperating with the family firm back home. And from the Singapore office we have been building the connections from Asia to Malta, which of course is both part of the British Commonwealth and the EU, with all its advantages. Both Singapore and Malta work as hubs in their geographical areas, so, on top of our historic presence in Vietnam since 2007 and close ties with Italy, we in fact do work in neighbouring jurisdictions too.”

He says that while blockchain and crypto-assets are growth areas for the future, in Singapore, the firm’s focus is still considerably on structures and taxation, both personal and corporate, and in Vietnam more on foreign direct investment in industrial and luxury goods projects.”

Asia looks abroad

In Asia there has also been a rising focus on immigration matters for private clients. “We have actually seen a surge in requests for alternative passports, offshore or alternate residency or citizenship schemes and so on,” he reports. “The firm’s core business therefore still remains international corporate law and international contracts, but we have expanded as we have seen demand expanding in certain niches for clients in Malta, Singapore, and Vietnam primarily.”

Proud creators

Vasoli says he is proud of what he and colleagues have been building. “We work in multiple languages and, while working long hours and with maximum dedication,” he reports. “We are proud of our truly international background and of our impressive mix of work experiences in a wide variety of industries, from manufacturing to cosmetics, from pharma to cryptocurrencies, from luxury to green energy and much more. We believe in independence, transparency, honesty, and utmost confidentiality and select our clients also in light of these values, and we therefore turn down cases that we do not feel confident to handle. We embrace innovation, change and creativity.”

Getting Personal with Federico Vasoli

Vasoli has over ten years of experience in international business law. He considers himself a very ethical person that values interpersonal relations, challenges, innovation and sound legal support that makes a positive difference for businesses. He and his firm assist large groups and HNWIs, as well as small and medium enterprises and tech start-ups, primarily in dealing with domestic and international contracts and company law, trusts, international tax matters, in a variety of industries, including blockchains and IoT, wealth management and funds.

He formerly served as vice chairman of the Young Lawyers Association of Milan (AGAM) and holds various boards positions also in charitable organisations. Vasoli is embedded in the G20 Italian young entrepreneurs’ taskforce of the Young Entrepreneurs’ Alliance and is the author of legal and business publications and regular speaker and visiting professor at MBA and other university and business courses in various venues.

His exposure to both traditional European and the dynamic Asian markets and cultures from very early in his career has allowed him to develop an ability to work on multi-jurisdictional materials and cases, and to understand corporate clients’ needs and aims, and to forge a goal-oriented mindset, a solid network of professionals, companies and institutions, as well as several soft-skills required to work internationally.

Born in Italy, he later graduated from Bocconi University in Milan and studied at the University of Vienna, and then did postgraduate studies in Strasbourg and Barcelona, before returning to Milan for Chinese law and business studies. He then worked for several law firms, including in Beijing as an intern for an Italian law firm. “That really opened my eyes to the opportunities in Asia,” he reports. “I have always had a preference for a more international type of life, right from when I was 16 and studied in England for one term and was surrounded by people from Asia. That was in 1996 and I became fascinated then about Chinese and British history. Then my 2002 internship in Beijing reinforced my passion for the Asia region, and history and the cultures of Asia.”

Vasoli’s family and friends are scattered virtually all over the world, but primarily in Italy, Switzerland, Malta and Vietnam, while he is in Singapore, all unable to travel to meet back up with each other. “It is tough,” he reports, “but life here is excellent, the government has been impressively efficient in almost getting rid of the pandemic and I do enjoy the company of local friends and connections, and to an extent this makes all these relationships more meaningful and stronger.”

Vasoli loves the theatre and the opera, both of which he can indulge usually in Malta and Milan, where his family come from. More active pastimes include skiing, hiking, squash and practising Krav Maga, the Israeli Defence Force close combat technique.

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