Blockchain-Enabled Tokenisation of European Green Bonds : Advancing Transparency and Regulatory Compliance in Sustainable Finance

Sammanfattning

In recent years, the green bond market has experienced significant growth, directing funds to climate-aligned, sustainable projects through dedicated use-of-proceeds frameworks. However, challenges such as greenwashing and transparency deficits remain, leading to the introduction of the EuGBS. This standard addresses these issues by enforcing rigorous pre- and post-issuance disclosures, requiring external reviews, and implementing anti-greenwashing measures. While the EuGBS enhances accountability, it also increases reporting burdens, including pre- and post-issuance verifications, annual allocation reports, and impact assessments, which may raise fees and heighten the workload for issuers. Tokenisation offers a prospective solution to these challenges by harnessing DLT. Nevertheless, uncertainties persist, such as the legal classification of tokenised bonds under regulations like MiFID II and their structuring. The purpose of this thesis is to analyse how corporate European Green Bonds under the EuGBS can be effectively structured, classified, and operated when issued in tokenised form, and the potential of tokenisation to enhance traceability and transparency, and mitigate greenwashing risks. Using a doctrinal legal methodology coupled with legal analysis, the analysis delineates the EuGBS framework of stringent disclosures and verifications, which impose substantial costs on issuers. It establishes that tokenised European Green Bonds qualify as financial instruments under MiFID II, where a principle of technology neutrality prevails. However, national interpretations may create legal uncertainties that can hinder compliant issuance. Additionally, the strict thresholds set by the DLTR could risk stifling market uptake. Tokenisation can improve compliance with the EuGBS by using immutable ledgers for real-time proceeds tracking, automated reporting via smart contracts, and tamper-proof audit trails designed to combat greenwashing. Nonetheless, challenges related to oracle reliability and the enforceability of persistent green defaults require focused safeguards to bolster credibility and investor confidence. The thesis concludes that while tokenisation offers the possibility of enhanced EuGBS compliance and increased transparency through immutable ledgers and automated reports, it also raises critical challenges regarding DLTR issuance thresholds, oracle reliability, and the enforcement of green defaults. These tensions highlight the need for targeted adaptations in EU regulations and governance structures to fully leverage the potential of DLT in the realm of sustainable finance.