On December 17, 2025, the United States Attorney’s Office for the Southern District of New York announced the unsealing of an indictment charging the former CEO and former COO of Tricolor Holdings LLC and its affiliates...more
I. Executive Summary -
On December 8, 2025, the staff of the U.S. Commodity Futures Trading Commission (“CFTC”) launched a “digital assets pilot program” (the “Digital Assets Pilot Program”) providing greater certainty to...more
12/26/2025
/ CFTC ,
Commodity Exchange Act (CEA) ,
Cryptoassets ,
Cryptocurrency ,
Derivatives ,
Derivatives Clearing Organizations ,
Digital Assets ,
Futures Commission Merchants (FCMs) ,
New Guidance ,
No-Action Letters ,
Popular ,
Regulatory Reform ,
Stablecoins ,
Tokenization
Six months after being adopted by the New York State legislature, the 2022 Amendments to the Uniform Commercial Code (the “2022 Amendments”) were signed into law by Governor Hochul on December 5, 2025. New York becomes the...more
Tricolor Situation Overview -
Tricolor Auto Acceptance, LLC (“Tricolor”), founded in 2007, is a “buy here-pay here” (“BHPH”) subprime auto finance company. This means that it is both an auto dealer and an auto finance...more
9/24/2025
/ Asset-Backed Securities ,
Automotive Loans ,
Bankruptcy Code ,
Chapter 7 ,
Collateral ,
Commercial Bankruptcy ,
Contract Terms ,
Due Diligence ,
Fraud ,
Representations and Warranties ,
Risk Management ,
Securitization ,
Structured Finance ,
Third-Party Risk ,
Uniform Commercial Code (UCC)
Recent years have seen the emergence of blockchain projects seeking to tokenize an ever-expanding range of assets that are not blockchain-native – the so-called tokenized real world assets (“RWAs”) phenomenon. Tokenized...more
9/18/2025
/ Blockchain ,
CFTC ,
Commodities ,
Commodity Exchange Act (CEA) ,
Commodity Futures Contracts ,
Cryptoassets ,
Derivatives ,
Digital Assets ,
Distributed Ledger Technology (DLT) ,
Non-Fungible Tokens (NFTs) ,
Tokenization ,
Uniform Commercial Code (UCC)
Introduction The Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (the “GENIUS Act” or the “Act”) establishes a legal framework for defining, issuing, custodying and managing a specific kind of...more
The Guiding and Establishing National Innovation for U.S. Stablecoins Act of 2025 (the “GENIUS Act” and the “Act”) establishes a regulatory infrastructure for defining, managing, custodying and issuing a specific kind of...more
6/24/2025
/ Cryptocurrency ,
Digital Assets ,
Digital Currency ,
FDIC ,
Financial Regulatory Reform ,
Financial Services Industry ,
FinCEN ,
Investment ,
OCC ,
Payment Systems ,
Popular ,
Regulatory Agenda ,
Regulatory Requirements ,
Service Professionals ,
Stablecoins ,
U.S. Treasury
On June 11, 2025, the New York State Senate passed a bill adopting the 2022 Amendments to the Uniform Commercial Code (UCC). The 2022 Amendments have now been passed by both houses of the New York legislature, and can be...more
Highlights: Stablecoins are likely to be characterized as general intangibles under the UCC of non-Article 12 states....more
2/25/2025
/ Blockchain ,
Business Entities ,
Choice-of-Law ,
Collateral ,
Cryptoassets ,
Cryptocurrency ,
Digital Assets ,
Financial Services Industry ,
FinTech ,
Limited Liability Company (LLC) ,
Loan Agreements ,
Regulation ,
Secured Debt ,
Securities Regulation ,
Stablecoins ,
Uniform Commercial Code (UCC)
Introduction & Key Takeaways - The year 2024 ended with some major legal fireworks, as two important courts issued contrasting New Year’s Eve decisions on the validity of “uptier” liability management transactions that have...more
The following article is part four of our series on the 2022 Amendments to the UCC. You can find the previous articles here. Our last article explored the amendments to the main definition of “money” in Article 1 of the UCC....more
When a Trade & Commodity Finance bank makes a secured loan to a commodities trader, the ultimate origin of the collateral is physical commodities. Even if the collateral transforms into intangibles like receivables, forward...more
At the bottom of the stack in investment fund structures, there are generally “real” assets—things like equity interests in portfolio companies, mortgage loans, commercial receivables, maybe even bricks and mortar. Fund...more
6/28/2024
/ Asset Management ,
Blockchain ,
Collateral ,
Cryptocurrency ,
Digital Assets ,
Equity ,
Financial Markets ,
Financial Services Industry ,
Financing ,
Investment Funds ,
Investors ,
Perfected Security Interest ,
Securities ,
Uniform Commercial Code (UCC)
The official drafting committees of the Uniform Commercial Code have promulgated proposed amendments (the “2022 Amendments”) to address transactions with certain digital assets, notably adding a new Article 12 on Controllable...more
After being approved by its drafting committees last summer, a new article to the Uniform Commercial Code is now making its way through state legislatures for enactment. Because the new Article 12 and its related code...more
A bill of lading is an old form of legal document. As merchants in the seventeenth and eighteenth centuries ceased accompanying their goods on ships and entrusted their proper delivery to the carrier, a need arose for a...more