Legal Opinions on Digital Assets Under UCC Articles 9 and 12: Establishing Facts and Use of Assumptions and Illustrative Language
Guidance From Recent TriBar Report
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE webinar will discuss the TriBar Opinion Committee's recent release of a report on digital asset opinions under the 2022 Amendments to the Uniform Commercial Code (UCC), particularly new Article 12 and related amendments to Article 9. The panel will review the guidance provided by the TriBar report for adapting legal opinion practice for digital assets, analyze the key elements of such legal opinions, and provide illustrative language for use with various types of assets.
Outline
- Overview
- The UCC before the Amendments
- Summary of the 2022 Amendments
- New Article 12: CERs
- Related revisions to Article 9
- Legal opinions
- Circumstances when an opinion is necessary
- Establishing facts and use of assumptions
- Choice of law
- Sample opinion language
- CERs
- Controllable accounts and controllable payment intangibles
- Chattel paper with an electronic record evidencing the chattel paper
Benefits
The panel will review these and other key issues:
- How are sales of and security interests in digital assets handled under current law?
- What provisions of the 2022 Amendments to the UCC are likely to be addressed in legal opinion letters?
- What approaches does the TriBar Report recommend for legal opinions on key digital assets?
- What are the "substantial practical limitations" when providing a legal opinion relating to digital assets?
- What illustrative opinion language does the TriBar Report provide for various types of digital assets?
Faculty
Edwin E. Smith
Partner
Morgan, Lewis & Bockius
Mr. Smith concentrates his practice in commercial law, debt financings, structured financings, workouts, bankruptcies,... | Read More
Mr. Smith concentrates his practice in commercial law, debt financings, structured financings, workouts, bankruptcies, and international transactions. He is particularly knowledgeable on commercial law and insolvency matters, both domestic and cross-border. His representations have included those in major bankruptcies including Lehman and the City of Detroit. Mr. Smith often advises financial institutions on documentation and risk management issues.
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Steven O. Weise
Partner
Proskauer Rose
Mr. Weise practices in all areas of commercial law and has extensive experience in financing, especially in those... | Read More
Mr. Weise practices in all areas of commercial law and has extensive experience in financing, especially in those secured by personal property, including structured financing. He is regarded as one of the foremost authorities on Article 9 of the UCC. He is a member of the Permanent Editorial Board for the UCC and a member of the American Law Institute’s UCC Article 9 Drafting Committee. Mr. Weise is also the past chair of the American Bar Association’s Business Law Section Legal Opinions Committee.
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