Digital Commercial Law in the Age of Digital Assets

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In this week’s episode of the Consumer Finance Monitor podcast, our host, Alan Kaplinsky (founder, practice group leader for 25 years and now Senior Counsel of the Consumer Financial Services Group) is joined by two leading commercial law scholars, Christopher Odinet, Professor at Texas A&M University School of Law, and Andrea Tosato, Professor at SMU Dedman School of Law. Chris and Andrea are the co-authors of the recently published book Digital Commercial Law: Private Law in the Age of Tokens, Platforms, and Automation, which examines how traditional commercial law principles apply to digital assets and why those principles remain indispensable in an increasingly digital economy.

The book makes a compelling case that the emphasis on public law regulation, while understandable, has obscured fundamental questions of private law. As Andrea explains during our discussion, private law governs the relationships among individuals and businesses, including their contractual obligations, property rights, and rights against third parties. These rules operate alongside financial regulation, not in opposition to it. Without a sound private law foundation, regulatory requirements alone cannot provide the legal certainty that digital financial markets need.

Key Topics Discussed:

• Property Rights Versus Contractual Rights
• Digital Asset Custody and Bankruptcy Risk
• Stablecoins and the GENIUS Act
• Tokenization and Secured Transactions
• The CLARITY Act and the Future of Digital Commercial Law

The central takeaway from the conversation is straightforward: Digital finance cannot operate on regulation and technology alone. Clear rules governing property, contracts, custody, secured lending, and insolvency are essential to determining who owns digital assets, what rights attach to them, and who bears the risk when things go wrong.

The book, Digital Commercial Law: Private Law in the Age of Tokens, Platforms, and Automation, is available on AMAZON.

Consumer Finance Monitor is hosted by Alan Kaplinsky, Senior Counsel at Ballard Spahr, and the founder and former chair of the firm's Consumer Financial Services Group. We encourage listeners to subscribe to the podcast on their preferred platform for weekly insights into developments in the consumer finance industry.

View a transcript of the recording here.

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