In the latest episode of What Are You Tokenizing?, Dr. Harman Puri sits down with Elisenda Fàbrega, General Counsel at Brickken, to explore one of Web3’s most complex and decisive forces: regulation.
From Europe’s Markets in Crypto-Assets (MiCA) framework to the often-overlooked nuances of asset classification, this episode is a masterclass in understanding how the legal landscape can both empower and restrict the growth of real-world asset (RWA) tokenization.
“The tech is ready. The capital is waiting. But unclear regulations are holding us back.”
That’s how Elisenda frames the current state of tokenization. While blockchain infrastructure has matured and investor appetite has grown, regulatory fragmentation, especially between Europe, the U.S., and emerging markets is slowing institutional adoption.
Rather than treating regulation as an obstacle, she argues, tokenization projects should see it as a strategic advantage. The companies that design their models around clear, compliant frameworks will be the ones to attract serious capital in the years ahead.
The EU’s MiCA framework has been hailed as a landmark step toward regulatory clarity. For tokenization platforms, it offers a clear path to compliance, which can be leveraged as a competitive differentiator.
But Elisenda warns that not all parts of MiCA are as straightforward as they seem. One of the least-discussed, yet most impactful, provisions relates to marketing communications. Even if a token was launched years ago, any promotional material must remain aligned with the original whitepaper. A careless marketing claim, especially from a third-party PR agency could trigger fines or regulatory scrutiny.
For many, tokenization begins and ends with issuance: minting tokens and distributing them to investors. But Elisenda stresses that issuance is just the first step.
True tokenization has three stages:
It’s the middle stage, management, that is most often overlooked. For example, investor relations, dividend distributions, and governance voting can all be streamlined on-chain, but only if legal structures and operational processes are designed from the start to support them.
One of the most persistent myths in tokenization is that all tokenized assets are securities. In reality, legal classification depends on three key factors: where the company is based, what the asset represents, and who the buyers are.
By answering those three questions first, companies and their lawyers can cut through jurisdictional complexity and avoid costly missteps. Sometimes, choosing a different jurisdiction for the tokenization process or setting up a special-purpose entity, can make compliance far more manageable.
A standout example discussed in the episode is HacKing, a smart contract auditing firm. Using Brickken’s software, they transformed their existing utility token into equity, a move that both deepened investor loyalty and expanded their global investor base.
For Elisenda, it’s a perfect illustration of how tokenization can evolve with a company’s needs, provided the legal framework is sound and the transition is managed carefully.
Legal clarity isn’t just about staying on the right side of regulators, it’s about reducing costs, accelerating timelines, and attracting serious investors. With the right legal foundation, companies can select the right partners, focus on growth, and avoid the stress of last-minute compliance fixes.
As Elisenda puts it, “If your corporate and legal structure is clear, investors will see you as a company worth backing.”
Tokenization isn’t just about technology; it’s about creating a bridge between the real and digital worlds that stands the test of both innovation and regulation.
From the marketing fine print in MiCA to the often-ignored management stage of tokenization, this episode underscores a simple truth: legal strategy is no longer a back-office function, it’s a core product layer. And those who treat it as such will be the ones leading the next wave of adoption.
If you’re building in tokenization or exploring RWA integration, this conversation is a roadmap to staying ahead in a space that’s evolving faster than most regulators can keep up.
🎧 Watch the full episode to hear all of Elisenda’s insights
