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ARTICLE · 25 JUNE 2024

TriBar Releases Report On Digital Asset Opinions Under UCC Article 12

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The official drafting committees of the Uniform Commercial Code have promulgated proposed amendments to address transactions with certain digital assets, notably adding a new Article 12 ...

United StatesTechnology
Christopher McDermott Esq
Christopher McDermott Esq
Jeffrey Nagle
Jeffrey Nagle
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The official drafting committees of the Uniform Commercial Code have promulgated proposed amendments (the "2022 Amendments") to address transactions with certain digital assets, notably adding a new Article 12 on Controllable Electronic Records1. As the 2022 Amendments are slowly enacted by states, one key question finance lawyers and their clients need to address is how to adapt current legal opinion practice for the 2022 Amendments in real-world transactions. The TriBar Opinion Committee ("TriBar") has now provided some important guidance.

On May 28, 2024, TriBar released its report2 (the "Article 12 Report") on legal opinions under the 2022 Amendments. The Article 12 Report, in addition to providing a useful thumbnail summary of the 2022 Amendments, considers and recommends approaches for legal opinions on the key digital assets addressed in the 2022 Amendments—namely controllable electronic records ("CERs"), controllable accounts ("CAs"), controllable payment

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