Glossary of Terms

Private agreement among the shareholders of a company regulating matters not covered by the articles of association, such as drag-along rights, tag-along rights, anti-dilution clauses and dispute resolution mechanisms.

Legal, financial and tax investigation and audit process conducted before a corporate transaction (M&A, investment, financing) to assess risks and contingencies.

Contractual rights in shareholders’ agreements. Drag-along: right of the majority shareholder to compel the minority to sell on the same terms. Tag-along: right of the minority to join the majority’s sale.

Clause in investment agreements that establishes the order of priority in the distribution of proceeds from a sale or liquidation. Can be participating or non-participating.

European regulation establishing uniform digital operational resilience requirements for financial entities, including ICT risk management, incident reporting and resilience testing.

European regulation creating a harmonised regulatory framework for crypto-assets, token issuers and crypto-asset service providers (CASPs) in the EU.

European Directive and Regulation on markets in financial instruments. They regulate the provision of investment services, investor protection, market transparency and product governance.

Secure technological environment where multiple parties can share and analyse data without exposing personally identifiable information, in compliance with data protection regulations.

Environmental, social and corporate governance criteria used to assess the sustainability and ethical impact of an investment or company.

European directive expanding sustainability reporting obligations to more companies, requiring detailed information on environmental, social and governance impact in accordance with ESRS standards.

European classification system defining which economic activities can be considered environmentally sustainable, establishing technical screening criteria for each environmental objective.

Market instrument certifying energy savings achieved through energy efficiency measures. Tradable and usable for meeting obligations under the energy savings system.

European regulation establishing the rules on the processing of personal data and the free movement of such data. It guarantees rights such as access, rectification, erasure and portability.

World’s first comprehensive legislation on artificial intelligence. It classifies AI systems by level of risk (unacceptable, high, limited, minimal) and establishes proportionate obligations for each category.

Data Protection Impact Assessment. Mandatory analysis when data processing is likely to result in a high risk to the rights and freedoms of individuals. It assesses necessity, proportionality and mitigation measures.

Digital representation of an asset or right on a distributed ledger network (blockchain). Can represent shares, debt, use rights, real estate assets or other securities.

Issuance of tokens representing transferable securities (shares, bonds, fund units) subject to securities market regulation. Unlike ICOs, they comply with the financial regulatory framework.

Distributed ledger technology enabling a shared, replicated and synchronised record of data across multiple nodes without the need for a central authority. Blockchain is a type of DLT.

Self-executing computer programme stored on a blockchain that automates the execution of agreements when predefined conditions are met. Its legal nature and enforceability vary by jurisdiction.

Restructuring mechanism allowing the sale of a distressed company’s assets to be negotiated before formal insolvency declaration, accelerating the process and maximising value.

Instrument under Book II of the TRLC enabling companies at risk of insolvency to negotiate a debt restructuring with their creditors without declaring insolvency.

Legal mechanism allowing individuals (entrepreneurs and consumers) to obtain discharge of unsatisfied liabilities following insolvency proceedings, subject to certain conditions of good faith and compliance.