The project should not approve the combined release and sale sequence on the facts described. It should separate vesting, custody movement and disposal, then record a decision for each. An unchanged instruction made before the relevant decision-makers obtained inside information may be relevant evidence. Its age does not establish a general exemption under the Markets in Crypto-Assets Regulation, or MiCA.
Withhold new discretionary instructions pending review. Escalate existing live orders immediately: cancellation or amendment can itself constitute insider dealing when based on inside information. Resolve disclosure, contractual authority, service permissions and the Indian transaction requirements before approving execution. (Regulation (EU) 2023/1114, Articles 86–90.)
Establish the instrument and the admission timeline
Start with the token's rights and the venue's legal status. Financial instruments fall outside MiCA. If the token qualifies as a financial instrument, assess the Market Abuse Regulation, or MAR, against its own venue and instrument tests. Calling the asset a utility token or describing the venue as an exchange does not settle either question. (MiCA, Article 2(4)(a); Regulation (EU) No 596/2014, Article 2.)
For a token within MiCA, Title VI covers assets admitted to trading and those for which admission has been requested. It also covers relevant transactions outside a trading platform and acts or omissions in third countries. Obtain the actual admission request and its timestamp. An Indian founder, offshore wallet or overseas market maker does not remove conduct from that scope. If admission has not yet been requested for the planned EU listing, establish whether another existing admission or request brings the token within Article 86. (MiCA, Article 86(1)–(3).)
The token issuer analysis should also identify the issuer, offeror, person seeking admission and actual seller. A founder allocation does not become company property merely because a document calls its disposal treasury activity.
Assess each information event and its holders
MiCA inside information must be precise, non-public and related to an issuer, offeror, admission applicant or crypto-asset. Publication must be likely to have a significant price effect. The statutory test asks what a reasonable holder would use in an investment decision. A future event can qualify before it becomes certain; an intermediate step can qualify independently. (MiCA, Article 87(1)(a), (2)–(4).)
Apply that test separately to three information sets:
- Vesting and intended sales. A fully public vesting schedule does not become non-public because its date approaches. Undisclosed acceleration, a changed quantity or a material disposal plan may be different. For someone executing client orders, sufficiently precise, material information conveyed by a client about pending orders has its own statutory treatment. (MiCA, Article 87(1)(a)–(b).)
- The listing. Assess the actual stage, conditions and information already released. A sufficiently advanced admission decision may qualify before trading starts. A preliminary discussion does not automatically qualify. (MiCA, Article 87(2)–(4).)
- The commercial announcement. Identify the underlying agreement or event, its certainty and commercial significance. Neither an announcement date nor an embargo alone proves price sensitivity. A material agreement awaiting publication may satisfy the test. (MiCA, Article 87(1)(a), (2) and (4).)
Legal or compliance should maintain an event-by-event record of the information and when each person received it. Include founders, directors, treasury staff, advisers, listing personnel, wallet signers and market-maker staff where their access warrants it. MiCA reaches specified insiders and others who know, or ought to know, that they possess inside information. It also reaches relevant individuals participating in a legal person's transaction decision. Job titles alone do not establish possession or liability. (MiCA, Article 89(5)–(6).)
Publishing the listing does not clear the separate commercial information or pending-order information. Reassess each remaining information set before execution.
Separate vesting, custody and disposal
Vesting changes entitlement. Read the allocation agreement and any smart contract implementing it. Vesting might remove a restriction from tokens already owned, create an entitlement, or require a claim or further approval. Those alternatives need different treatment. A predetermined release is not automatically a market sale, but automation does not answer whether an acquisition or disposal uses inside information. Record any discretion over timing, quantity, beneficiary or release conditions. (MiCA, Article 89(1).)
Custody movement may change control. Identify the beneficial owner before and after transfer. Moving tokens between custody addresses without changing ownership or economic exposure may be distinguishable from disposal. A loan, title transfer or delivery into inventory available for the market maker's own use may change that analysis. The wallet label and transaction hash cannot establish the agreement's legal effect. (MiCA, Article 89(1).)
Sale changes the position in the token. MiCA prohibits acquiring or disposing of relevant crypto-assets while possessing and using inside information, directly or indirectly, for oneself or someone else. Attempts, recommendations and inducements are also covered. An instruction routed through a market maker therefore needs analysis at the founder, treasury and execution-provider levels. (MiCA, Article 89(1)–(4).)
Approve an entitlement-only vesting step separately only if its legal and technical operation supports that conclusion. Do not let approval of vesting silently authorise delivery or sale.
Test what the existing mandate actually requires
Obtain the signed mandate, every amendment, algorithm settings, order history and communications. Establish when the instruction became binding, who then held inside information, and who retains discretion. Compare the original terms with proposed quantities, price parameters, execution dates and funding arrangements.
MiCA requires possession and use. A genuinely predetermined instruction that operates without later informed intervention may support the position that the information was not used. That remains an evidence-based application of Article 89. MiCA does not provide a general pre-existing-mandate safe harbour equivalent to MAR Article 9. “Automatic” and “signed earlier” are insufficient conclusions. (MiCA, Article 89; MAR, Article 9.)
Later intervention matters. Using inside information to cancel or amend an order placed before receiving that information is expressly included. New instructions to accelerate, defer, resize or change execution terms require review. If orders are already live, legal and compliance must urgently assess the lawful response, including disclosure and the actual contractual obligations. Neither continuing nor cancelling should be treated as automatically lawful. (MiCA, Article 89(1).)
If the token instead falls under MAR, apply its express conditions. The prior-obligation provision requires a due obligation discharged in good faith, without circumvention. The Court of Justice emphasised the need to establish an obligation making the sale objectively necessary. The case concerned pledged shares; it does not create a MiCA exemption for discretionary treasury mandates. Separate MAR provisions address qualifying market-making, execution and information barriers, each on its own conditions. (MAR, Article 9(1)–(3) and (6); Finansinspektionen v Carnegie Investment Bank AB, C‑363/24, EU:C:2026:215, paragraphs 50–56.)
The market-making operating model should distinguish independent liquidity provision from execution of the founder's disposal instructions. The service label cannot settle the underlying conduct.
Resolve disclosure before coordinating the announcement
MiCA requires issuers, offerors and persons seeking admission to disclose inside information directly concerning them as soon as possible. Assign responsibility to the correct legal person. A preferred marketing date or a counterparty's embargo does not establish a lawful delay. (MiCA, Article 88(1).)
Delay requires all three conditions: immediate disclosure would likely prejudice legitimate interests, delay would not likely mislead the public, and confidentiality can be ensured. Record how each condition is met and remains met. After eventual publication, notify the competent authority immediately and provide the explanation required under the applicable national option. Identify the Member State before selecting that procedure. (MiCA, Article 88(2)–(3).) Lawful disclosure delay does not remove the dealing restrictions in Article 89.
Publication needs an accessible written website statement and compliant dissemination. Social-media or platform publication must link to that statement. Keep inside-information disclosure separate from marketing, retain it on the website for at least five years, and preserve the timing and delay records required by the technical standard. (MiCA, Article 88(1); Implementing Regulation (EU) 2024/2861, Articles 1–3.)
Coordinate the announcement with the marketing compliance review, while keeping the legal disclosure decision with its responsible owner. Loss of confidentiality requires immediate reassessment of the delay conditions and the disclosure obligation. (MiCA, Article 88(1)–(2).)
The financial-instrument branch needs a separate disclosure analysis. Since 5 June 2026, MAR distinguishes intermediate steps in a protracted process from the final event for publication purposes, while protecting confidentiality. As at 5 November 2026, MiCA Article 88 has not acquired that distinction. (MAR, Article 17(1), (1a), (4a) and (7); Regulation (EU) 2024/2809, Articles 2(6) and 4(3).)
Check the Indian transaction and service roles
“Indian-founded” does not establish anyone's residence under India's Foreign Exchange Management Act. Establish the founder's and relevant entities' residence, the asset's legal character, the counterparty, consideration and settlement route. Then assess the applicable payment, foreign-asset and capital-account rules. An EU listing does not establish that a particular cross-border transfer or receipt is permitted. (Foreign Exchange Management Act 1999, sections 2(v)–(w), 3–6 and 8.)
India's securities insider-trading rules also need their own instrument and listing nexus. They should not be imported merely because a founder is Indian. Where those rules apply, a statutory trading plan has formal approval, disclosure and timing conditions. An ordinary treasury mandate does not establish compliance with them. (SEBI (Prohibition of Insider Trading) Regulations 2015, regulations 4(1) and 5, as amended.)
Assess separately whether a provider conducts covered virtual digital asset services for or on behalf of another in the course of business. The Financial Intelligence Unit-India's January 2026 guidance expressly addresses market-making services and automation. Determine the relevant Indian service nexus and registration and anti-money-laundering obligations. A founder selling their own allocation and a provider executing client sales must not be assumed to have identical roles. (FIU-IND, AML & CFT Guidelines for Reporting Entities Providing Services Related to Virtual Digital Assets, 8 January 2026, paragraphs 1.2.2–1.4, 2.1–2.2 and 7.1.1–7.1.2.)
Change the contracts and preserve the decision record
The release decision should produce specific amendments and procedures:
- Founder allocation terms: identify when entitlement and title arise, who can alter release conditions, and which approvals apply to any discretionary change. Keep vesting approval separate from sale authority.
- Treasury and market-maker mandate: identify the principal and beneficial seller; distinguish agency execution, custody, lending and inventory ownership; define permitted discretion and service permissions. Add a compliance escalation mechanism for new instructions and changes to live orders. A contractual override cannot make an unlawful cancellation lawful.
- Information provisions: limit access and onward disclosure to justified recipients, assign confidentiality duties, and route event-related communications through named legal or compliance contacts. A non-disclosure agreement alone does not satisfy MiCA's exception for disclosure in the normal exercise of employment, profession or duties. (MiCA, Article 90(1).)
- Dealing controls: introduce a documented restricted-person and pre-clearance process for the issuer team as a proposed control. Do not present MAR insider-list or closed-period rules as automatic MiCA issuer duties. For a crypto-asset service provider, apply the binding conflict and personal-transaction rules to the connected persons and transactions they cover. (MAR, Articles 18–19; MiCA, Article 72; Delegated Regulation (EU) 2025/1142, Article 6.)
Confirm that each provider has the permission required for its actual EU service. The trading venue's status does not establish the market maker's entitlement to provide custody or execute client orders. (MiCA, Articles 3(1)(15)–(16), 59–61.)
The mandate should also prohibit false trading signals, artificial prices and deceptive practices covered by MiCA's separate manipulation rule. (MiCA, Article 91.)
If a participant professionally arranges or executes crypto-asset transactions, apply the relevant prevention, detection and reporting duties. Preserve its independent suspicious-transaction reporting route; reporting must not depend on the issuer's consent. The binding standard requires appropriate human analysis, reporting without delay once reasonable suspicion arises, and confidentiality around that process. Outsourcing does not transfer responsibility. (MiCA, Article 92; Delegated Regulation (EU) 2025/885, Articles 3(2), 3(4), 5(3) and 6(1).)
Keep the approval memo with mandate versions, information-access timestamps, wallet and order identifiers, ownership evidence, disclosure records and reasons for each decision. The surveillance standard separately requires five-year retention of specified procedure and analysis records; that is not a universal retention rule for every issuer document. (Delegated Regulation (EU) 2025/885, Articles 2(3)(c) and 3(5).)
These responsibilities belong in a single market-abuse control plan, with named owners and an escalation route before execution.
Approve each step on its own evidence
First establish classification, ownership and the admission timeline. Then assess each information event, the mandate and outstanding orders. Resolve disclosure and the EU and Indian permission questions. Finally, record which vesting, transfer and sale steps may proceed, on what conditions, and who must recheck those conditions immediately before execution. An unresolved material condition leaves that step unapproved.
Review a token release before execution
Contact Licentium to review a proposed token release, treasury mandate and market-conduct plan before execution.