# Change is Coming! Understanding the New Rules of NFT Sales and Secured Financing with Jeff Karas

- Channel: [Ethereum Denver](https://streameth.org/ethereum-denver)
- Date: 2023-10-07
- Duration: 17:31
- Watch: https://streameth.org/watch/yt-67eUlvybM-E
- YouTube: https://www.youtube.com/watch?v=67eUlvybM-E

## Description

"The Uniform Commercial Code (UCC) is a comprehensive set of laws governing all commercial transactions in the United States, including the sale of goods and lending transactions that involve the granting of credit secured by personal property. The bulk of these laws were written and enacted in the 1950s and 1990s. And Ethereum was nothing but a twinkle in Vitalik's eye the last time the UCC saw any meaningful amendment. So the UCC, like many US laws, is outdated and ill equipped to handle the unique asset class that is virtual currency, digital tokens, or NFTs. 

However, this may soon change. On July 13, 2022, the Uniform Law Commission and American Law Institute jointly approved amendments to the UCC, creating a new Article 12 designed to govern the transfer of property rights in digital assets (or what the UCC will call controllable electronic records (CERs)). If states begin to pass their own versions of Article 12 in the near future, then we will see a significant shift in the legal rules of Defi, NFTs, and any digital asset falling into the new CER category. Most notably, the new amendments will (i) add a technology-neutral functional equivalent of “possession” focusing on control of an digital asset, (ii) create safe-harbor rules for down-stream good faith purchasers of stolen digital assets, and (iii) clarify a lender's best route to create or perfect a security interest in digital assets. 

All of these changes will need to be noted and incorporated into the way we think about our contracts (both smart or written). 

My proposed talk will be a breakdown of the existing laws and where they fall short. Followed by an introduction of the new laws and how they should be interpreted. I will end with meaningful ways we can be prepared for the coming changes."

Jeff Karas
Attorney
Brown Rudnick LLP

https://twitter.com/JeffD_Esq

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