UCC Amendments for Cryptocurrencies, NFTs, Linked Electronic Payment Rights, and Other Digital Assets
Controllable Electronic Records, Qualifying Purchaser, Rights Tethered to a CER
Course Details
- smart_display Format
Live Online with Live Q&A
- signal_cellular_alt Difficulty Level
Intermediate
- work Practice Area
Banking and Finance
- event Date
Wednesday, October 22, 2025
- schedule Time
1:00 p.m. ET./10:00 a.m. PT
- timer Program Length
90 minutes
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
-
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, revising loan documentation and UCC financing statements to address CERs, and the effect of the recent federal GENIUS Act on these transactions.
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.
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.
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.
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 UCC amendments are now making their way through state legislatures for enactment. The amendments are already the law in a majority of the states and legislation is pending in several other 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. The amendments address what rights a transferee of a CER, whether a buyer or a secured party, has and when competing property claims to the CER are cut off by the transfer.
Listen as our panel comprised of members from the ALI/ULC drafting committee discusses the nuances of the UCC amendments relating to secured lending on CERs and the negotiability of virtual currency and electronic payment rights.
I. Background on ALI/ULC project: the need for clarity regarding secured lending and transfer of digital assets
II. Types of digital assets
III. Scope of amendments
IV. Controllable electronic records
V. Rights of transferees
VI. Controllable accounts and controllable payment intangibles
VII. Security interests
VIII. Choice of law
IX. Status of adoption by the states
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 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?
- What are the relevant choice of law rules?
- Status of state enactments
- How will the transition rules work?
