About Andrea Tosato

Andrea Tosato is a Professor of Law at the SMU Dedman School of Law. His research examines how private law, commercial law, and bankruptcy law govern the creation, transfer, collateralization, and insolvency treatment of modern intangible assets, including digital assets, stablecoins, and verified carbon credits. His scholarship addresses a central question of contemporary private law: how legal frameworks developed for tangible and conventional forms of property adapt to assets that are intangible, programmable, distributed, and increasingly central to modern commerce.

UCC Article 12 and the Law of Digital Assets

Andrea Tosato was a key contributor to the ULC/ALI Uniform Commercial Code and Emerging Technologies Committee that drafted the 2022 Amendments to the Uniform Commercial Code and the groundbreaking UCC Article 12. This legislative instrument introduced the first comprehensive legal framework in the United States for commercial transactions involving digital assets, establishing rules for controllable electronic records (CERs) that govern how cryptocurrencies, NFTs, and other blockchain-based data objects can be bought, sold, and used as collateral.

The work on UCC Article 12 represents a fundamental evolution in American personal property law and commercial law. Andrea Tosato helped craft the legal concept of "control" (12-105) as applied to digital assets, drawing parallels to possession in tangible property while adapting these principles for the unique characteristics of blockchain technology. Moreover, he was also closely involved in developing the "qualifying purchaser" rule in Section 12-104. Through UCC Article 12, the law now provides clear rules for determining who has superior rights when multiple parties claim interests in the same digital asset, a critical issue for the development of secured lending using cryptocurrency and other digital assets as collateral.

Currently, Andrea Tosato serves as Associate Research Director of the Permanent Editorial Board for the Uniform Commercial Code, where he works to support the interpretation and the development of the UCC. He is also a member of the ULC Enactment Committee for the 2022 UCC Amendments, actively working on the enactment of UCC Article 12 and related provisions across the United States.

International Law Reform on Digital Assets

Beyond his work on UCC Article 12, Professor Tosato has made significant contributions to international law reform concerning digital assets. He was a member of the Drafting Committee for the UNIDROIT Working Group on Digital Assets and Private Law, which produced the UNIDROIT Principles on Digital Assets and Private Law in 2023. This international instrument provides cardinal principles to help jurisdictions worldwide develop their private law framework for transactions involving digital assets, addressing issues of ownership, transfer, use as collateral and custody.

Andrea Tosato also advises governments and international organizations on digital assets policy. In the United Kingdom, he has advised the Law Commission of England and Wales on its secured transactions and digital assets initiatives. Internationally, he regularly serves as an expert advisor to the United Nations Commission on International Trade Law (UNCITRAL) and the International Institute for the Unification of Private Law (UNIDROIT).

Verified Carbon Credits and Environmental Markets

More recently, Andrea Tosato has expanded his research to explore the private law dimensions of verified carbon credits. He is currently a member of the drafting committee for the UNIDROIT Working Group on the Legal Nature of Verified Carbon Credits and serves as co-reporter for the Uniform Law Commission Study Committee on Commercial Law Framework for Voluntary Carbon Credits. This work presents similar challenges as those previously encountered when helping to craft the private law framework for digital assets. The tokenization of verified carbon credits is an area of particular interest.

Scholarship and Recognition

Professor Tosato has published extensively on commercial law, digital assets, secured transactions, and bankruptcy. His scholarship has been published in leading law journals, including the Yale Law Journal, University of Pennsylvania Law Review, North Carolina Law Review, Alabama Law Review, Arizona State Law Journal, Florida Law Review, Fordham Law Review, Hastings Law Journal, Oxford Journal of Legal Studies, European Law Journal, Lloyd's Maritime and Commercial Law Quarterly, and Law & Contemporary Problems. His work has been cited by international bodies including the World Bank and the Advocate General of the European Court of Justice, demonstrating the impact of his scholarship on legal systems worldwide.

His article The Moneyness of Stablecoins (co-authored with Professors Christopher K. Odinet and Yesha Yadav), forthcoming in the Yale Law Journal, develops an original framework for assessing the degree to which stablecoins can function as money under private law. His earlier paper, The Private Law of Stablecoins (co-authored with Professors Kara Bruce and Christopher Odinet), was awarded the Grant Gilmore Award of the American College of Commercial Finance Lawyers in recognition of superior writing in the field of commercial finance law.

Andrea Tosato has also been recognized for his article Crypto in Real Estate Finance (co-authored with Professors R. Wilson Freyermuth and Christopher Odinet), which received the Shook Hardy Bacon Research Award.

Teaching and Service to the Legal Profession

Professor Tosato is also deeply engaged in service to the legal profession. He serves as Co-Chair of the Sub-Committee for UCC and Emerging Technologies of the American Bar Association Business Law Section, where he helps coordinate the organized bar's response to legal issues arising from digital assets and blockchain technology. In 2025, he was elected to membership in the American Law Institute, one of the highest honors in the American legal profession, in recognition of his contributions to commercial law reform.

Background and Education

Before joining SMU Dedman School of Law, Andrea Tosato served as a Visiting Associate Professor at the University of Pennsylvania Carey Law School and as an Associate Professor of Commercial Law at the University of Nottingham School of Law. He read Law at the University of Pavia in Italy before pursuing graduate studies at the University of Cambridge, where he received his LLM in 2008. He subsequently returned to the University of Pavia to complete his PhD in 2010.

From 2008 to 2017, Professor Tosato represented the Italian government as a delegate to UNCITRAL, participating in the negotiations for several major international instruments including the UNCITRAL Model Law on Secured Transactions, the UNCITRAL Guide on the Implementation of a Security Rights Registry, and the UNCITRAL Legislative Guide on Secured Transactions Supplement on Security Rights in Intellectual Property.