BarbriSFCourseDetails
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Course Details

Course Information
  • smart_display Format

    On-Demand

  • signal_cellular_alt Difficulty Level

    Intermediate

  • work Practice Area

    Banking and Finance

Date & Time
  • event Date

    Monday, August 19, 2024

  • schedule Time

    1:00 p.m. ET./10:00 a.m. PT

  • timer Program Length

    90 minutes

Credit Information

  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.

$347.00
CLE
ALL

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.

Faculty

Edwin E. Smith
Partner
Morgan, Lewis & Bockius LLP

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 LLP

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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Description

The 2022 Amendments to the UCC, particularly new Article 12 and its related code amendments to Article 9 (the Amendments), address digital assets and how they are transferred and used as collateral, and define the concept of controllable electronic records (CERs).

To provide opinions on digital assets covered by the Amendments and address the difficulty of establishing facts and assumptions, opinion preparers must understand the new terminology and the unique elements relating to control of these assets.

Opinion preparers are likely to encounter "substantial practical limitations" when making the factual and legal determinations needed to give an opinion on matters governed by the Amendments. On May 28, 2024, the TriBar released its Report on legal opinions under the 2022 Amendments (the Report). The Report provides helpful guidance and approaches for legal opinions on the key digital assets addressed in the Amendments, such as electronic accounts and electronic payment intangibles, electronic money, cryptocurrency, and certain NFTs.

Listen as our authoritative panel comprised of members from the ALI/ULC Drafting Committee and the TriBar Opinion Committee establishes the framework for providing legal opinions relating to digital assets and provides guidance on opinion language to use for the various types of digital assets.

Outline

  1. Overview
    1. The UCC before the Amendments
    2. Summary of the 2022 Amendments
      1. New Article 12: CERs
      2. Related revisions to Article 9
  2. Legal opinions
    1. Circumstances when an opinion is necessary
    2. Establishing facts and use of assumptions
    3. Choice of law
  3. Sample opinion language
    1. CERs
    2. Controllable accounts and controllable payment intangibles
    3. 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?