Proposed UCC Amendments for Cryptocurrencies, NFTs, Linked Electronic Payment Rights, and Other Digital Assets
Controllable Electronic Records, Qualifying Purchaser, Rights Tethered to a CER
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE course will examine the 2022 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 evidenced by a 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?
- Status of state enactments
- How will the transition rules work?
Faculty
Professor Carla L. Reyes
Associate Professor of Law
SMU Dedman School of Law
Professor Reyes is an Associate Professor of Law at SMU Dedman School of Law. An outstanding teacher and distinguished... | Read More
Professor Reyes is an Associate Professor of Law at SMU Dedman School of Law. An outstanding teacher and distinguished scholar, She is a nationally recognized leader on issues raised by the intersection of business law and technology. Professor Reyes was appointed the Chair of the Texas Work Group on Blockchain Matters in September 2021. She was also named an American Bar Foundation Fellow in June 2021 and named one of the Women of Legal Tech 2020, an honor bestowed by the American Bar Association Legal Technology Resource Center. Professor Reyes currently serves as the Research Director for the Uniform Law Commission’s Technology Committee, an Associate Research Director of the Permanent Editorial Board of the Uniform Commercial Code, an Expert Member of the UNIDROIT Work Group on Private Law and Digital Assets, and an Expert Member of the UNIDROIT Work Group on Best Practices for Effective Enforcement. She also contributed to the Uniform Law Commission and American Law Institute 2022 Amendments to the Uniform Commercial Code.
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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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