ABSTRACT
The 2022 Amendments to the Uniform Commercial Code represent the most significant revision to American commercial law in a generation, adding an entirely new Article 12 and revising other articles in significant ways. This article explores of the key changes. At the center of the 2022 Amendments is the creation of a new asset class – the controllable electronic record (CER) – designed to provide clear, uniform legal treatment for digital assets such as cryptocurrencies and non-fungible tokens, which previously lacked a suitable doctrinal home and were awkwardly classified as general intangibles. The article analyzes the concept of ‘control’ as the organizing principle of Article 12, the qualifying purchaser take-free rule and its departure from the holder-in-due-course doctrine, and the policy tensions that arise from extending near-cash-like transferability to assets that operate outside the regulatory infrastructure of the banking system. The article also examines corresponding amendments to Article 9, including the creation of controllable accounts and controllable payment intangibles, the dual-track perfection scheme, and the priority of control-based over filing-based perfection. Additional changes addressed include the revised treatment of chattel paper, the deliberate exclusion of decentralized cryptocurrencies from the definition of ‘money’, and updated choice-of-law rules for electronic records. The article concludes by noting the boundary between private commercial law and the broader regulatory questions that the 2022 Amendments cannot solve.
Linarelli, John, The New American Private Law of Digital Assets (April 8, 2026), Journal of Law and Commerce, volume 44, no. 2, forthcoming; 2026, University of Pittsburgh Legal Studies Research Paper No 2026-14.
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