Digital Commercial Law : Private Law in the Age of Tokens, Platforms, and Automation.

Format:

Book

Author/Creator:

Odinet, Christopher K.

Language:

English

Physical Description:

1 online resource (364 pages)

Edition:

1st ed.

Place of Publication:

New York : Oxford University Press, Incorporated, 2026.

Summary:

Digital Commercial Law examines the crucial yet often overlooked role of private law in the rapidly evolving landscape of digital asset commerce, from Bitcoin to tokenized real estate. Written by leading commercial law experts, the book proposes a balanced framework that integrates private law and financial regulation, encouraging innovation and equity in the digital age.

Contents:

Cover

Half Title

Title Page

Copyright Page

Contents

Acknowledgments

PART I

1 Introduction

2 Digital assets as property

2.1 Introduction

2.2 The growth of digital asset markets and the Grundfrage

2.3 Digital assets as property

2.3.1 Under the common law outside the United States

2.3.2 Under American law

2.4 The classification of digital assets within property

2.4.1 Under the common law outside the United States

2.4.2 Under American law

2.5 Commercial circulation regime of digital assets in American law

2.5.1 Prior to the 2022 UCC Amendments

(a) Transferring ownership of digital assets

(b) Collateralizing digital assets

2.5.2 After the 2022 UCC Amendments

(a) A new category: controllable electronic records

(b) Transfer of controllable electronic records

(c) Collateralizing controllable electronic records

3 Digital assets and tokenization

3.1 Introduction

3.2 Traditional tokenization in law

3.2.1 Negotiable instruments as tokens

3.2.2 Securities as tokens

3.2.3 Real property deeds as tokens

3.2.4 Bills of lading as tokens

3.2.5 Warehouse receipts as tokens

3.3 The tokenization problem and numerus clausus principle

3.4 The narrow road to digital tokenization

4 Digital assets and custody

4.1 Introduction

4.2 The law of bailments and deposits of money and securities

4.2.1 Bailment taxonomies

4.2.2 Bailment key tenets

(a) Formation requirements

(b) Tangible object doctrine

(c) Bailor's retention of title

(d) Parties' obligations

(e) Redelivery

4.2.3 Deposit of money

4.2.4 Deposit of securities

4.3 The challenges posed by custody of digital assets

4.3.1 Can digital assets be bailed?

4.3.2 Solving the redelivery problem

4.4 Digital assets custody through UCC Article 8.

4.4.1 UCC Article 8 and digital assets

4.4.2 The limits of UCC Article 8 for digital assets

PART II

5 NFTs and creative works

5.1 Introduction

5.2 NFT creation and distribution models

5.2.1 The standardized model

5.2.2 The bespoke model

5.3 The private law of standardized model NFT transactions

5.3.1 Overview

5.3.2 Exploring terms of service

(a) Ownership and control of the NFT

(b) The property link between the token and the underlying asset

5.4 The private law of bespoke model NFT transactions

5.4.1 Overview

5.4.2 Exploring terms of service

(b) The property link between the NFT and the underlying asset

5.5 Beyond the illusion: reconciling NFTs with private law

5.5.1 Core private law deficiencies in contemporary NFT markets

5.5.2 Designing NFT structures that work

6 Debt tokens and bankruptcy

6.1 Introduction

6.2 Crypto bankruptcies and the rise of debt tokens

6.2.1 Bankruptcy claims trading

6.2.2 A tale of three crypto bankruptcies

6.2.3 The forging of debt tokens

6.3 A study of debt tokens in bankruptcy: the case of OPNX

6.3.1 Issuer, offering materials, and token design

6.3.2 Illusory tokenization

6.3.3 Structural weaknesses, operational deficiencies, and misleading disclosures

6.4 Achieving true tokenization of bankruptcy claims

6.4.1 Tokenizing bankruptcy trade debts under the UCC

6.4.2 The impact of debt tokens

PART III

7 Tokenizing real estate

7.1 Introduction

7.2 Digital assets as direct ownership of real property

7.2.1 The legal framework

7.2.2 The law of electronic transactions and digital deeds

7.2.3 Technical requirements for digital deeds

7.2.4 The evolution of title assurance

7.2.5 Electronic recording challenges

7.3 Digital assets as indirect ownership of real property.

7.3.1 The real estate transaction on traditional rails

7.3.2 The real estate transaction on DLT rails

(a) Real property ownership transfers via DLT

(b) Financing real estate transactions via DLT

7.3.3 Differing enforcement regimes: mortgage law

(a) Mortgage foreclosures and equity

(b) Judicial v nonjudicial mortgage foreclosure

(c) Post-foreclosure rights

7.3.4 Differing enforcement regimes: commercial law

(a) Enforcement standards

(b) Creditor discretion

7.4 The private law conundrums of crypto real estate financing

7.4.1 The two-systems problem

(a) Conflict #1: crypto financier vs. IRS

(b) Conflict #2: Crypto financier vs. the judgment creditor

7.4.2 Equitable doctrines problems

(a) The clogging rule

(b) The equitable mortgage

(c) The equity pledge

7.5 Ignoring private law: cascading consequences throughout transaction life cycles

7.5.1 Direct tokenization: digital deeds, not digital title

7.5.2 Indirect tokenization: uncertain efficiencies and financing complications

8 Stablecoins as private money

8.1 Introduction

8.1.1 From cryptocurrencies to stablecoins

8.1.2 The variable geometry of stablecoins

(a) The issuer

(b) The peg

(c) The stabilization mechanism

8.1.3 Stablecoin business models

8.1.4 Market size

8.1.5 Use cases and trading volumes

8.2 Decentralized stablecoins through the lens of private law

8.2.1 Legal documentation and operational mechanics

8.2.2 The absence of contractual relationships

8.2.3 Ownership, control, and proprietary interests

8.2.4 Tortious and criminal remedies

8.2.5 Fiduciary liability

8.3 Centralized stablecoins through the lens of private law

8.3.1 Legal documentation and operational mechanics

(a) Tether

(b) Circle

8.3.2 Determining contractual counterparties.

8.3.3 General conditions of service

8.3.4 Redemption

8.3.5 Stablecoin holders' property rights and bankruptcy implications

8.4 Private law and regulatory interventions

8.4.1 Private ordering mechanisms

(a) Decentralized stablecoins

(b) Centralized stablecoins

8.4.2 Regulatory interventions

Conclusion

To lawmakers: coordinated public-private law governance

To the lawyers: counseling clients within private law constraints

To the law professors: foundational private-public law education

Index.

Notes:

Description based on publisher supplied metadata and other sources.

ISBN:

0-19-775865-7

OCLC:

1582164290