Proposed UCC Amendments for Cryptocurrencies, NFTs, Linked Electronic Payment Rights, and Other Digital Assets
Controllable Electronic Records, Qualifying Purchaser, Rights Tethered to a CER
An encore presentation.
Recording of a 90-minute premium CLE video webinar
This CLE course will examine recently proposed amendments to the Uniform Commercial Code (UCC) regarding virtual currencies, non-fungible tokens, and other digital assets. The panel will discuss the concept of "controllable electronic records" (CERs), how they are transferred, the related secured transaction rules, and revising loan documentation and UCC financing statements to address CERs.
Outline
- Background on ALI/ULC project: the need for clarity regarding secured lending and transfer of digital assets
- Types of digital assets
- Scope of amendments
- Focus is on perfection and priority under the UCC
- Taxation, securities, money transmission, and anti-money laundering laws are not addressed
- Controllable electronic records
- Elements of control
- Qualifying purchaser
- Tethering: rights that are embodied in CER
- Perfection of a security interest in a CER
- Financing statement
- Control
- Status of early adoption by some states
Benefits
The panel will review these and other vital issues:
- What are the conceptual problems with digital assets that the ALI/ULC committee addressed in the proposed UCC amendments?
- What is a "controllable electronic record," and what constitutes "control"?
- What is a "qualifying purchaser," and how does the acquisition of a CER cut off competing property claims?
- What rights are embodied in a CER?
- How is fiat electronic money, such as a central bank digital currency, treated in contrast to virtual currencies that are not fiat currencies?
- What are the relevant choice-of-law rules?
- How will the transition rules work?
An encore presentation.
Faculty
Juliet M. Moringiello
Associate Dean for Academic Affairs
Widener University Commonwealth Law School
Professor Moringiello is a leader in law reform on the state and national levels. Through her work with the... | Read More
Professor Moringiello is a leader in law reform on the state and national levels. Through her work with the Pennsylvania Bar Association Business Law Section she played a key role in the enactment in Pennsylvania of Revised Articles 1, 7 and 9 of the Uniform Commercial Code and the Uniform Voidable Transactions Act. Professor Moringiello is an elected member of the American Law Institute and is a Uniform Law Commissioner for Pennsylvania. In 2019 she was appointed to the joint ALI/ULC Study Committee on the Uniform Commercial Code and Emerging Technologies. Professor Moringiello is a versatile scholar whose interests include the online contracting process, creditors’ rights in digital assets, and the relationship between state and federal law in bankruptcy. Her articles on these topics have been published in several leading law reviews and have been cited by numerous state and federal courts. The United States District Court for the Eastern District of New York cited four of her articles in Berkson v. Gogo, LLC, 97 F. Supp. 3d 359 (E.D. N.Y. 2015), a widely cited opinion on assent to “click to agree” terms of service. Professor Moringiello has held several leadership positions in the ABA Business Law Section and served as Chair of the Pennsylvania Bar Association Business Law Section in 2017-2018. She also serves on the Board of Regents of the American College of Commercial Finance Lawyers.
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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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