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.

A 90-minute premium CLE video webinar

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Tuesday, September 13, 2022

1:00pm-2:30pm EDT, 10:00am-11:30am PDT

Early Registration Discount Deadline, Friday, August 19, 2022

or call 1-800-926-7926

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.

Description

Since 2019, a joint committee of the American Law Institute and the Uniform Law Commission, the sponsoring organizations of the UCC, have been considering certain amendments to the UCC regarding the treatment of digital assets and other emerging technologies. Once finalized, the UCC amendments will be offered for enactment by each state. The proposed 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.

It is anticipated that the amendments will be finalized, approved by the sponsoring organizations, and submitted to the states for enactment at the end of this year.

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 negotiability of virtual currency and electronic payment rights.

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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 embodied in 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?
  • How will the transition rules work?

An encore presentation.

Faculty

Moringiello, Juliet
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

Smith, Edwin
Edwin E. Smith

Partner
Morgan, Lewis & Bockius

Mr. Smith concentrates his practice in commercial law, debt financings, structured financings, workouts, bankruptcies,...  |  Read More

Weise, Steven
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

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Early Discount (through 08/19/22)

You may pre-order a recording to listen at your convenience. Recordings are available 48 hours after the webinar. Strafford will process CLE credit for one person on each recording. All formats include course handouts.

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