Principle 16 establishes that a security right in a digital asset made effective against third parties by control (as defined in Principle 15) takes priority over a security right made effective by other methods, such as registration, regardless of the order of creation. This non-temporal priority deviates from the general “first-in-time” rule in secured transactions law, reflecting the special nature of digital assets. Control-based priority is justified because it signifies greater reliance on the asset, eliminates the need for registry searches (often impractical for digital assets), and aligns with practices like margin lending, where lenders expect priority over earlier claims. It also aligns priority with enforcement efficiency, incentivizing creditors to obtain control and ensuring market certainty. Digital assets, given their negotiability under these Principles, allow transferees (including secured creditors) to cut off prior claims if they meet the good faith and value extension requirements of the innocent acquisition principle (Principle 8). However, under Principle 16, a secured creditor with control retains priority regardless of knowledge of competing interests. Where multiple creditors share control (e.g., via custodians), priority should be regulated by agreement; otherwise, general rules like “first-to-acknowledge” apply. Conflicts involving control-based and other security rights are governed by Principle 5(1), while disputes solely involving non-control methods defer to general secured transactions law.

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Principle 16 Priority of Security Rights

  • Pablo Sanz Bayón,
  • Rafael del Castillo Ionov

摘要

Principle 16 establishes that a security right in a digital asset made effective against third parties by control (as defined in Principle 15) takes priority over a security right made effective by other methods, such as registration, regardless of the order of creation. This non-temporal priority deviates from the general “first-in-time” rule in secured transactions law, reflecting the special nature of digital assets. Control-based priority is justified because it signifies greater reliance on the asset, eliminates the need for registry searches (often impractical for digital assets), and aligns with practices like margin lending, where lenders expect priority over earlier claims. It also aligns priority with enforcement efficiency, incentivizing creditors to obtain control and ensuring market certainty. Digital assets, given their negotiability under these Principles, allow transferees (including secured creditors) to cut off prior claims if they meet the good faith and value extension requirements of the innocent acquisition principle (Principle 8). However, under Principle 16, a secured creditor with control retains priority regardless of knowledge of competing interests. Where multiple creditors share control (e.g., via custodians), priority should be regulated by agreement; otherwise, general rules like “first-to-acknowledge” apply. Conflicts involving control-based and other security rights are governed by Principle 5(1), while disputes solely involving non-control methods defer to general secured transactions law.