Composite illustration — several European crypto-issuer files blended; no company, person, or docket identified. If you recognise yourself, that is coincidence, not confirmation.
Act I — what the market remembers
A Liechtenstein trading company behind a foundation bills a regulated token offer as bond-like: fixed narrative, managed-account story, prospectus billigd by the home authority mid-2020, eight-figure token ceiling in the marketing memory. Custodian on the slide deck. German retail subscribed before the passporting registration date everyone later fights about.
From the outside: success architecture. From the file room: a clock started in the wrong timezone.
Act II — two founders, zero comfortable organs
Investors did not sue the foundation first. They sued two natural persons in Germany under banking-act organ theories — licensed activity without authorization, repurchase mechanics in the prospectus treated as proprietary trading, personal liability through corporate criminal-law bridges.
Meanwhile the trading company’s board register and the foundation’s council tell different stories about who decided what. Criminal complaints in two German Länder: discontinued — no public interest, insufficient gravity, pick your paragraph. That is not acquittal; it is oxygen for the civil track.
Act III — one appellate loss changes the whole book
One investor’s appellate case in northern Germany: rescission in the low six figures, plus declaratory headroom for further damage and intentional unlawful conduct. Revision denied. A non-admission complaint to the highest civil court becomes the last shared hope for every parallel trial — same legal question, same two defendants, different claim sizes.
Other plaintiffs queue in regional courts: mid-six-figure bond exposure here, managed-account FTX loss there, personal and corporate claimants mixed. Defence repeats one playbook: not a financial instrument, issuer exemption, repurchase ≠ trading desk, exchange collapse caused the loss, limitation ran when the home supervisor warned retail.
Plaintiffs repeat another: sales to German retail before the late registration; home-country approval does not rewrite German distribution law retroactively.
Act IV — the exchange everyone mentions in closing arguments
2022: a major centralised exchange fails. Bond buy-backs that were theoretically prospectus-permitted become practically moot. Defence says causation breaks. Plaintiffs say the regulatory defect predates the collapse. Experts on both sides — the kind of battle where the judge asks whether anyone still understands the cap table.
Parallel: insolvency-era assignments of exchange claims; liquidation dribbles from a Swiss shell assigned between founders to fund a shared legal war chest; monthly payment plans on defence costs that look like a marriage counsellor’s spreadsheet.
Act V — what we did (tech-enabled advisory, not theatre)
Our lane was never «win on Twitter». It was:
- Timeline archaeology — who sold what to whom, when, under which prospectus version, before/after which supervisor letter.
- Register vs marketing — foundation council, trading board, service company in Berlin, US LLC settled years ago — one diagram that counsel can cite.
- Dossier discipline — hundreds of PDFs, criminal discontinuations, FMA warnings, custody emails, bond-update newsletters — indexed so German trial counsel does not grep a zip file at midnight.
- Counter-narratives without names — process-integrity complaints in unrelated proceedings stay in their own folder; conflation kills credibility.
Early tech stack debt (crowdsale libraries reused across issuers) is a lesson separately: inheritance is liability when the issuer group shares Solidity like stationery.
Why this belongs in «special situations»
Not a failed ICO brochure — a billigd prospectus that still produced personal defendants, parallel civil dockets, and a Kriegskasse. The mandate is the decade after approval: BaFin-shaped warnings, TVTG timing, FTX causation, appellate precedent, and the boring work of making one truth table for people who bill by the six minutes.
If your file rhymes (without naming anyone)
- German retail + Liechtenstein issuer + «we registered later».
- Foundation owns the operating company; humans get sued anyway.
- More than one court, more than one claimant, one bad appellate fact pattern shared across pleadings.
- Exchange collapse in the defence bundle — but regulator letters in the plaintiff bundle.
Bring the index, not the pitch deck. We have seen Act I many times. Acts II–V are where families and founders actually pay.
Related patterns (different files): regulated LI issuance · governance stall (CH) · consecutive capital increases.