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Tokenising without the law: the encroachment that kills projects

Antonio Tejeda Encinas | Lawyer | CEO META Channel Corporation

Something is repeated far too often in today’s conversation about tokenisation and digital assets, especially on LinkedIn, and it deserves to be said plainly — without stridency or any wish to correct anyone. Those who come from technology are talking less and less about technology, and more and more about law. Not as an acknowledgement of dependence, but as a way of occupying the space.

It is not a coincidence. Nor is it necessarily ill-intentioned. It is, rather, a symptom of a sector that has not yet fully matured.

For years, the competitive edge lay in mastering the technical layer. Blockchain, smart contracts, automation, scalability. That set you apart. Not any more. Technology is still necessary, but it is no longer enough. As soon as the discussion tries to move beyond the experimental stage and address investors, real businesses or tangible assets, an uncomfortable truth emerges: without a legal structure there is no asset, no transfer, no financing and no possible execution. And that shifts the focus.

The problem is not that the legal framework is mentioned. The problem is how, and from where, it is done. It is one thing to recognise that a transaction needs a legal architecture in place beforehand. It is quite another to speak as if you had mastered that architecture — offering regulatory explanations, anticipating how things will fit within the rules or suggesting legal solutions — without the training or the professional responsibility that this entails. That is not interdisciplinary integration. It is confusion.

In real transactions, the law is neither a reassuring narrative nor a decorative layer to make the investor feel comfortable. It is the infrastructure that determines whether what is proposed exists in law, whether it is transferable, whether it is enforceable against third parties and whether it can stand up before a regulator, a bank or a judge. That is why the natural order is never “we tokenise and then we’ll see”. The order is different: first, what you want to do; then, whether that is legally possible and in what configuration; and only then, which instrument to use, be it tokenisation or a more traditional vehicle. Technology executes. The law defines.

When that order is reversed in what is said, if not always in what is intended, the market becomes contaminated. The reader receives mixed signals. It looks as though tokenisation is the inevitable destination and legal analysis a formality to be dealt with later. That is not only wrong; it is dangerous. It creates expectations that cannot be met, projects that do not survive the first institutional filter and a growing sense of sophisticated smoke and mirrors that ends up taking its toll on the whole ecosystem.

The paradox is that many people with technical backgrounds talk about law precisely because they sense how central it is. They know that serious investors do not decide on the basis of a technical demo, but of a structure. And instead of relying on those who have mastered that layer, they try to occupy it through rhetoric. Not because they know more, but because they know that is where the key lies. The result is not leadership; it is rhetorical encroachment. And the market notices, even if it cannot always explain why.

The sector will truly mature not when everyone has an opinion on everything, but when each discipline naturally takes its place. When the technologist does not have to pretend to know about law, and the legal professional does not have to dress up as a tech evangelist. Integration is not feigned cross-disciplinarity. It is architecture with clear roles, defined responsibilities and structural judgement.

Of course, there are exceptions: people or teams who genuinely combine technical and legal training — real, not feigned — and can navigate both worlds with authority. But as a general rule, encroachment only breeds confusion and false expectations. If that integration is needed, it is better to turn to those who truly master it, whether through collaborations or solid hybrid structures. In the end, real leadership in this context comes neither from code nor from citing regulations. It comes from the ability to build something that truly exists, that can be financed, transferred and sustained over time. Everything else is noise. And noise, sooner or later, stops convincing anyone.

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