This course builds on the foundations established in Digital Assets Law I by focusing on the private law, commercial law, and cross-border dimensions of digital assets. It examines how digital assets interact with core legal concepts such as ownership, possession, control, transfer, and enforceability and how these concepts are being reinterpreted in a technologically mediated environment. The module adopts a comparative and transnational approach, reflecting the inherently cross-border character of digital asset activity.
The module begins by analysing the meaning of ownership and control in digital assets, including the legal significance of private keys, custodial and non-custodial arrangements and the implications for enforcement and insolvency. It then addresses conflict of laws issues, including the determination of situs, jurisdiction, applicable law and the challenges posed by anonymity, decentralisation and distributed governance structures. Students also examine dispute resolution and remedies in digital asset systems, including the enforceability of smart contracts, the role of arbitration and the limits of judicial intervention.
A significant component of the module is devoted to the tokenisation of digital and real-world assets, such as securities, real estate, and commodities. Students critically assess the legal nature of tokenised claims, the relationship between on-chain representations and off-chain rights, and the role of intermediaries, registries, and trust structures. The module also examines the taxation of digital assets and tokenised transactions from a comparative perspective. The module culminates in an in-depth examination of electronic trade documents and the paradigm shift from possession to control, with particular attention to the UK Electronic Trade Documents Act and the UNCITRAL Model Law on Electronic Transferable Records. This analysis positions electronic trade documents as a foundational development for understanding ownership and transfer in digital asset law more broadly.