New UCC Article 12 and Transfers of Interests in Digital Assets

Margo H. K. Tank | DLA Piper LLP

Margo Tank is the US Co-Chair of DLA Piper’s Financial Services Sector and Co-Chair of the Financial Regulatory, Payments and Digital Group. She advises commercial enterprises, financial institutions, and technology companies on the full spectrum of legal and regulatory matters related to the use of electronic signatures and records to conduct business online or via mobile devices in compliance with the US Electronic Signatures in Global and National Commerce Act (ESIGN), the Uniform Electronic Transactions Act (UETA), various UCC Articles enabling digital transactions, including Article 9-105, and globally. She also advises businesses on the use of smart contracts and blockchain technologies, and on laws enabling money transfers and remittances, including virtual currencies and other emerging payments mechanisms. Margo also advises on matters related to privacy and data security, and the use of artificial intelligence, including under the Gramm-Leach-Bliley Act (GLBA), the Fair Credit Reporting Act (FCRA), and on other consumer protection laws, such as the Electronic Funds Transfer Act (EFTA) and federal and state unfair and deceptive acts and practices (UDAP/UDAAP) laws.

Margo began her legal career as counsel to the US House of Representatives, Committee on Banking and Financial Services. An early advocate for the financial services industry’s acceptance and implementation of electronic signatures, she served as counsel to the Electronic Financial Services Council and assisted the group draft and lobby for the federal ESIGN Act, and is currently counsel to the Electronic Signature and Records Association, where she works to further electronic financial services policy before Congress and federal regulators. She also is counsel and co-reporter for Standards and Procedures for Electronic Records and Signatures (SPeRS). She is a member of the American Bar Association’s Business Law Section and the Committee on the Law of Commerce in Cyberspace, is on the xDTM Standard Board of Governors and is a legal member participant in the Digital Chamber of Commerce’s Smart Contracts Alliance.

Margo is ranked in Chambers Fintech 2019, 2020, 2021, and 2022 and was named to the National Law Journal’s list of Technology Trailblazers. She continues to be ranked in Legal 500 Fintech. She has written books, articles and surveys on electronic signatures, smart contracts, virtual currency, privacy, financial services websites and mobile apps and more. She co-authored eight editions of Thomson Reuter’s The Law of Electronic Signatures and Records (2012-2021), and three editions of Standards and Procedures for Electronic Signatures and Records (SPeRS), a compilation of guidelines, procedures, checklists and strategies for developing systems to create, deliver, sign, manage and transfer legally enforceable electronic records and signatures in commercial and consumer transactions.

Other notable publications include: Enabled by Lenders, Embraced by Borrowers, Enforced by the Courts: What You Need to Know About eNotes, MERSCORP Holdings, Inc. (2018); Smart Contracts – 12 Use Cases for Business & Beyond – A Technology, Legal & Regulatory Introduction, Digital Chamber of Commerce in collaboration with Deliotte (2016); Electronic Retail Installment Sales Contract in California, The Review of Banking & Financial Services, Volume 33 No 12 (2017).

David Whitaker | DLA Piper LLP

David Whitaker advises traditional and emerging financial services companies, and commercial enterprises, in transactional, legal and regulatory matters, particularly those related to electronic commerce and digital financial services.

David has extensive experience with the practical application of laws governing electronic banking, letters of credit, payment systems, records management, and commercial and consumer financing. He provides valuable insights to his clients based on decades of in-house experience and deep practical knowledge of the structures, implementation platforms, and processes used to contract for and deliver financial and other services online and via mobile devices. David also advises clients on laws related to privacy and data security in connection with electronic financial services and electronic payments.

David is a member of the American Law Institute. He has been recognized as a leading U.S. FinTech practitioner by Chambers FinTech and The Legal 500. He was named a “2009 Mortgage Banking Technology All-Star” by Mortgage Banking Magazine, in recognition of his pivotal role in “transform[ing] e-mortgages from an idea into a product.” In 2014, he received both the e-SignLive e-Sign Ambassador Award and a Cornerstone Award from the Electronic Records and Signatures Association, in recognition of his contributions to developing and promoting laws authorizing the use of electronic records and signatures. He received a second Cornerstone Award in 2015.

David has co-chaired the Cyberspace Committee’s Task Force on Federated Identity Management. He was the Co-Reporter for the Standards and Procedures for electronic Records and Signatures (SPeRS). He served as Reporter for the Mortgage Bankers Association white paper Security Interests in Transferable Records. He was an active participant in the drafting of Revised Articles 5 and 9 of the UCC. He participated in the drafting of the Uniform Electronic Transactions Act, where he chaired the Task Force on Scope and served as reporter for the Task Force. David also advised industry participants on the creation and drafting of the federal Electronic Signatures in Global and National Commerce Act.

David has written extensively on both law and practice related to digital financial services, electronic commerce and digital transformation. In particular, he is co-author of Thomson Reuters The Law of Electronic Signatures (now in its tenth edition). He has also appeared as a featured speaker at more than 250 conferences, seminars and webinars on financial services law.

I. What are digital assets? | 2:00pm – 2:10pm

II. How are ownership interests in digital assets clssified under existing state law? | 2:10pm – 2:25pm

III. What are some of the gaps and ambiguities created by the current state of the law? | 2:25pm – 2:35pm

IV. How can UCC Article 8 be used to help clarify ownership and transfer rights for certain digital assets? | 2:35pm – 2:50pm

V. What is UCC Article 12 and how will it affect digital asset ownership? | 2:50pm – 3:00pm