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Karsten Bruinsma


CMS Derks Star Busmann
Atrium - Parnassusweg 737
1077 DG Amsterdam
PO Box 94700
1090 GS Amsterdam
Languages Dutch, English

Karsten Bruinsma is an associate in our Corporate/M&A Practice Area Group. He is active in the capital markets and transaction practice, at both national and international level. Karsten advises companies on European financial legislation (such as MiFID, AIFMD and the Prospectus Regulation), on the establishment of platforms, fund structures and the issuance of securities and digital assets. He also advises on all regulatory aspects of a transaction, including discussions with the regulators, market abuse regulations and notification requirements.

Karsten is highly involved in FinTech. He is the co-founder of the CMS Legal Tech Academy within CMS Netherlands in which young lawyers are educated about emerging technological topics such as blockchain, NFTs, metaverse, artificial intelligence and cybersecurity.

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  • Master Private Law, University of Amsterdam
  • Master Exchange, University of Zagreb
  • Bachelor Law, Groningen University
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NFTs under MiCAR – are they regulated or not?
NFTs under MiCAR – are they regulated or not?
The Markets in Crypto-Assets Regulation (MiCAR) sets down a harmonised regulatory framework for crypto-assets. MiCAR's overarching goal is to extend regulatory oversight to those categories of cryptos...
CMS Expert Guide to Crypto Regulation in The Netherlands
Disclaimer: This chapter was last updated on 8 September 2023 and does not reflect any subsequent developments. The information provided is intended for general informational purposes and should not be...
Trading of crypto-assets in detail
The Markets in Crypto-Assets Regulation (MiCAR) sets down a harmonised regulatory framework for service providers known as crypto-asset service providers (CASPs), which carry out activities with crypto-assets...
ESMA Updates Guidance on Investment Advice
The European Securities and Markets Authority ("ESMA") has updated its supervisory briefing on the definition of investment advice under MiFID II (the "Briefing"). The Briefing replaces the old guidance from 2010 and specifically addresses the application of investment advice to new business models and the use of social media and mobile apps. Scope The Briefing contains useful guidance from the European supervisor for all parties that may provide investment advice, such as investment firms, credit institutions, UCITS management companies and alternative investment fund managers (AIFMs). Furthermore, the guidance can be used by parties to assess whether their own services fall within the scope of investment advice. This can especially be relevant for finfluencers. In its Briefing, ESMA covers the following aspects:The provision of personal recommendations and whether other forms of presenting information could constitute investment advice;The presentation of a recommendation as suitable for a client or based on the client's cir­cum­stances;Peri­met­er issues around the definition of personal recommendation; andIssues around the form of communication. What you need to know Although the definition of investment advice has not changed since the guidance from 2010, the Briefing addresses its application to align with new business models and recent technological developments. The Briefing seeks to connect the existing definition of investment advice with the new ways of investment advice in which online advice plays a major role.Under MiFID II, investment advice means the provision of personal recommendations to a client, either upon its request or at the initiative of the investment firm, in respect of one or more transactions relating to financial instruments. That recommendation must be presented as suitable for that person or must be based on a consideration of the circumstances of that person. ESMA made the following clarifications regarding this definition:Not only explicit statements qualify as recommendations. Recommendations may also be provided in an implicit or indirect manner;Copy trading, whereby a firm can give clients access to portfolio of 'copied traders', whose trades can be copied, may qualify as investment advice;Whether a recommendation is "generic advice" is clarified;Even if a clear, prominent and understandable disclaimer is provided stating that no advice or recommendation is being given, a firm could still be deemed as having presented a re­com­mend­a­tion;Even though a recommendation made exclusively to the public does not qualify as investment advice, recommendations made through internet websites, investment apps or social media could be regarded as personal re­com­mend­a­tions;If a firm gathers information on a person's circumstances while providing training or courses, and these circumstances are used as a basis for a recommendation, this would qualify as investment advice; andThe response to the request of a professional client to find a product by giving the firm precise information regarding the product's characteristics does not qualify as investment advice, unless the investment firm has expressed an opinion on the product's suitability. Anything else? ESMA included a diagram in the Briefing containing the five key tests for investment advice and addressed the questions from the diagram in four practical cases to clarify the guidance. The diagram and the practical cases can serve as a helpful tool for market parties to determine whether a service constitutes of investment advice that requires a license. Contact For more information on these observations, contact your regular CMS advisor or local CMS experts Clair Wermers, Karsten Bruinsma and Kilian Rowel.
Legal experts on Markets in Crypto-Assets (MiCA) regulation
The European Parliament's approval of new crypto licensing regulations has been largely well-received by the industry, marking a significant first step towards a uniformly regulated digital asset market. The anticipated Markets in Crypto Assets (MiCA) regulation, designed to safeguard consumers and maintain financial stability, is set to come into effect in mid-2024, a move that has garnered initial positive responses.While MiCA applies exclusively in the European Union (EU), its global relevance is undeniable. It positions the EU as a leader in managing this complex domain, providing the world with a regulatory framework for further re­fine­ment.Con­sequently, legal experts and enthusiasts from CMS specialising in crypto and other digital assets have collaborated to provide their perspectives on various facets of MiCA. This webpage serves as a repository for articles encapsulating the present state of affairs.For legal support pertaining to crypto and other digital assets, reach out to your regular CMS liaison or send an email to crypto@cmsleg­al.com.
How to use E-money tokens in the EEA
The Markets in Crypto-assets Regulation (MiCAR) covers electronic money or e-money tokens, a crypto-asset that purports to maintain a stable value by referring to the value of a fiat currency that is...
ARTs in detail
ARTs in detail
EU regulation MICAR now regulates asset-referenced tokens1. DEFIN­I­TION OF ARTSMiCAR defines Asset-referenced tokens (ARTs) as a type of crypto-asset that is not an electronic money token and that purports...
AFM assessed quality of order execution on PFOF trading platforms
On February 9, 2022, the Dutch Authority for the Financial Markets (AFM) published a statement on the impact of payment for order flow (PFOF) on the quality of order execution. The AFM performed a study on the execution quality of PFOF trading platforms. According to the AFM's analysis, PFOF trading platforms structurally offered worse execution prices for retail clients in comparison to other liquid markets.The statement from the AFM follows a warning from ESMA last summer in which it warned firms and investors for the risks arising from PFOF. In PFOF, a trading platform or market maker pays a fee to a broker to obtain the exclusive right to execute the orders of the broker's clients. According to ESMA, PFOF inappropriately incentivises investment firms to select the party offering the highest payment, rather than the party offering the best possible outcome for clients in executing orders. AFM's analysisThe AFM examined the quality of two PFOF trading platforms and one non-PFOF trading platform. The initial results of the AFM analysis show that these PFOF trading platforms offered structurally worse execution prices based on a comparison with actual transactions of several other trading platforms.The AFM’s analysis focused only on Dutch shares, but it has shared the methodology with other regulators in Europe to allow them to perform a similar analysis.AFM's opinion: EU-wide ban on PFOF neededPFOF is prohibited in the Netherlands. The AFM is of the opinion that PFOF is an undesirable trading model, as it leads to a lack of cost transparency towards investors and is contrary to the principle of open and competitive markets. The AFM advocates an EU-wide ban on PFOF as it ensures a level playing field and prevents brokers established in another EU member state to service Dutch investors using PFOF.
Dutch Central Bank increases flexibility towards crypto-service providers
Crypto-service providers must comply with less stringent rules than previously required by the Dutch Central Bank (DNB), which has revoked the requirement for crypto-service providers to check the identity...
Dutch Central Bank increases flexibility towards crypto-service providers
Crypto-service providers must comply with less stringent rules than previously required by the Dutch Central Bank (DNB), which has revoked the requirement for crypto-service providers to check the identity...