BarbriSFCourseDetails
  1. keyboard_arrow_leftBack

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

    Tuesday, September 26, 2023

  • 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 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.

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.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
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.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio
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 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.

expand_circle_down Expand to View Full Bio expand_circle_up Collapse Bio

Description

In 2019, a joint committee of the American Law Institute and the Uniform Law Commission, the sponsoring organizations of the UCC, began considering certain amendments to the UCC regarding the treatment of digital assets and other emerging technologies. These amendments were approved in July 2022. A new Article 12 and its related code amendments are now making their way through state legislatures for enactment. The amendments are already the law in several states. The amendments concern a category of digital assets, defined as CERs.

Under the amendments, a security interest in a CER and certain linked payment rights embodied in the CER, if applicable, can be perfected by filing a financing statement. However, a security interest can also be perfected by "control." A security interest perfected by "control" would have priority over an interest perfected by the filing of a financing statement. A CER would be negotiable, i.e., capable of being transferred (including sales) in such a way as to cut off competing property claims to the CER.

Listen as our panel comprised of members from the ALI/ULC drafting committee discusses the nuances of the proposed UCC amendments relating to secured lending on CERs and the negotiability of virtual currency and electronic payment rights.

Outline

  1. Background on ALI/ULC project: the need for clarity regarding secured lending and transfer of digital assets
  2. Types of digital assets
  3. Scope of amendments
    1. Focus is on perfection and priority under the UCC
    2. Taxation, securities, money transmission, and anti-money laundering laws are not addressed
  4. Controllable electronic records
    1. Elements of control
    2. Qualifying purchaser
    3. Tethering: rights that are evidenced by a CER
  5. Perfection of a security interest in a CER
    1. Financing statement
    2. Control
  6. 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?