This chapter examines the new Article 12 of the Uniform Commercial Code, the American law that, when enacted by the states, governs a variety of commercial transactions. The article explains the uniform law drafting process in the United States, and the considerations that led to the drafting of Article 12, which provides a framework for the transfer of a category of digital assets called “controllable electronic records.” It then discusses the key elements of Article 12, including the definition of controlControl as the electronic analog to possessionPossession and the take-free rules that make controllable electronic records negotiable.

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Controlling Intangibles: The United States Approach to Digital Assets in Commerce

  • Juliet M. Moringiello

摘要

This chapter examines the new Article 12 of the Uniform Commercial Code, the American law that, when enacted by the states, governs a variety of commercial transactions. The article explains the uniform law drafting process in the United States, and the considerations that led to the drafting of Article 12, which provides a framework for the transfer of a category of digital assets called “controllable electronic records.” It then discusses the key elements of Article 12, including the definition of controlControl as the electronic analog to possessionPossession and the take-free rules that make controllable electronic records negotiable.