Dr Ahmed ElHadidi, former VP legal at Saudi National Bank, on how in-house counsel can stay ahead of the regulatory and technological curve of digitalisation, following the recent UNCITRAL Colloquium on Digital Trade and Finance at the United Nations Headquarters in New York
Regulation of digital assets continues to vary across jurisdictions. How can in-house counsel manage cross-border inconsistencies while still driving business growth?
To manage jurisdictional inconsistencies while driving business growth, in-house counsel must transfer from a reactive compliance mindset to a proactive ‘legal architect role’, establishing a stable legal floor through a multi-layered analytical approach. This strategy involves conducting a meticulous conflict of laws analysis — categorising the asset’s nature, deal structure, and the corporate nexus of all parties — to choose a governing law that guarantees brilliant outcomes regardless of an asset’s technical location.
By aligning the governing law with the administrative platform’s jurisdiction, and adopting a ‘highest common denominator’ standard based on international benchmarks, in-house counsel can ensure that digital assets are born global, reducing the cost and time of entering new markets.
In-house counsel can drive growth by utilising the power of private law to create a private legal ecosystem through robust master agreements that defines control and transfer even where local statutes are lagging. This approach is reinforced by implementing legal interoperability to anchor operations in high-certainty hubs, while serving emerging markets. Ultimately, by providing assets with a portable legal identity and engaging in proactive regulatory shaping, in-house counsel transform legal uncertainty into a managed commercial variable. The business can then pivot to new technologies and jurisdictions without requiring a total legal overhaul.
And how can in-house counsel balance potential commercial pressure to adopt digital assets quickly with the regulatory uncertainty that still remains within the sector?
To balance commercial pressure with regulatory uncertainty, in-house counsel should transfer from a ‘yes/no’ approach to a risk-tiered integration strategy. By allowing low-risk pilot programmes in a controlled legal environment, the company gains experience while capping liability. This proactive stance demonstrates that legal is not a barrier to innovation, but a navigator seeking the most viable paths to execution.
In-house counsel can further mitigate uncertainty by employing dynamic, adaptive clauses that provide pre-planned pivots during regulatory shifts and by adhering to the principle of functional equivalence. By ensuring digital transactions mirror the functions of traditional, well-regulated assets, the entity benefits from a safety net of established case law – even in the absence of specific digital statutes.
In addition, infrastructure providers already licensed in modernised jurisdictions shift the regulatory burden to a specialised, regulated infrastructure provider, which reduces the direct risk for the company.
The colloquium took a forward-thinking stance: with digital trade and secured transactions law evolving rapidly, what practical steps can in-house legal teams take to stay ahead of legislative developments?
In-house counsel must establish a specialised legal tech watch unit of experts, with deep academic and practical experience, to monitor the rapid evolution of digital law. This unit should implement a dynamic legislation matrix to categorise global jurisdictions as ‘adopters’, ‘observers’, or ‘restrictive’, while bridging the tech-legal gap by assisting throughout the product development lifecycle. By collaborating during the coding phase, rather than reviewing a finished product, counsel can ensure that control and traceability features are built into smart contracts from the outset, guaranteeing they meet the highest standards for functional equivalence.
What are some of the key challenges in-house counsel may face when operating in different technological environments?
A primary challenge arises when digital assets move between different systems, such as from a ‘token-based’ model to a ‘registry-based’ system. This move can break the legal definition of a transfer and control unless contracts are strictly ‘technology neutral’. This fragmentation further complicates cross-border due diligence and the verification of ‘chain of title’, creating a risk of inadvertent non-compliance with anti-money laundering.
Traditional legal remedies, like rescission or restitution, become physically difficult to enforce without backdoors built directly into the platform’s architecture that can bypass automated immutability. This complexity extends to litigation, where proving ‘causation’ or liability in an automated environment is more difficult than in paper-based trade. Finally, in-house counsel must mitigate the risk of lost or stolen private keys by drafting custody agreements that clearly separate ‘technical access’ from ‘legal ownership’. This ensures that the loss of a digital key does not legally equate to the permanent loss of the asset from the company’s balance sheet.
As digital platforms increasingly support modern secured transactions, are there any opportunities or risks that in-house counsel should prioritise?
The shift toward digital platforms for secured transactions presents a double-edged sword. In-house counsel can leverage this to drive significant corporate growth. By prioritising real-time updates to security interests, in-house counsel can reduce valuation gaps and increase borrowing capacity. Programmed automated enforcement also helps in avoiding multi-year litigation costs. And these platforms dissolve geographical barriers, allowing local assets to be verified and pledged to international lenders in global financial hubs.
To manage the accompanying risks, in-house counsel must implement legal guardrails – starting with strict de-materialisation protocols to eliminate the dual-entry risk of conflicting physical and digital records. It is equally critical to prioritise ‘step-in rights’ and data portability clauses to protect the enforceability of security interests in the event of platform insolvency. To prevent cyber-risks, legal teams must also conduct thorough technical due diligence: the legal definition of ‘control’ must be sufficiently resilient to prevent unauthorised actors from un-perfecting or transferring collateral through a breach.
Are there emerging asset classes or transaction structures discussed at the colloquium of which in-house counsel should be aware?
In-house counsel must navigate through the emerging classes like digital negotiable instruments, verified carbon credits and programmable smart escrows.
Digital platforms raise other legal questions – how can in-house counsel ensure that they are managing concerns such as data privacy and cybersecurity?
In the evolving digital asset landscape, in-house counsel must view data privacy and cybersecurity as core legal liabilities and high-value assets. This begins with a ‘privacy by design’ approach: in-house counsel must ensure that privacy-enhancing technologies are integrated into the system architecture from day one, strictly limiting data collection to the minimum required for transactions. To secure these assets, legal teams must mandate multi-factor authentication for any individual with the authority to move or control digital assets. This mitigates the risk of unauthorised transfers that could lead to irreversible financial and legal loss.
Beyond preventative measures, in-house counsel must be on the board of a multidisciplinary response team, with legal and IT experts, to manage the inevitable risks of the digital environment – including cyberattacks. Managing third-party risk is essential: in-house counsel should utilise specialised platform due diligence questionnaires to audit vendor security and negotiate contracts that include immediate notification duties, ensuring that any breach at the vendor level is reported within hours to allow a swift and coordinated legal and IT response.
What are the main points that in-house counsel can take away from the colloquium?
In-house counsel must lead a fundamental shift to survive the digital transition: from traditional possession-based legal frameworks to a control-based model. This requires a meticulous review of security agreements to replace outdated concepts, like physical delivery, with a definition of control centered on the ability to exclude others and execute transfers. In-housebcounsel must treat platform terms & conditions as private codes of law, scrutinising how these digital ecosystems handle critical issues, such as insolvency and dispute resolution between users, to ensure business continuity and legal certainty.
To drive growth in this hybrid era, where assets like e-bills of lading exist in both paper and digital forms, in-house counsel must implement ‘single token protocols’ to prevent the risk of an asset being pledged twice. This strategy must be supported by guaranteeing interoperability, ensuring that digital assets remain portable across different platforms and recognised across various jurisdictions. Finally, while embracing automated enforcement, such as the ability to lock assets upon default, counsel must mandate a human-in-the-loop override to maintain the legal authority to pause automation whenever a legitimate dispute arises.

Leaders at Ireland’s ‘Big Six’ – A&L Goodbody, Arthur Cox, Matheson, McCann Fitzgerald, Mason Hayes & Curran and William Fry – all agree that 2025 was a strong year for the domestic market, with international firms that have joined the Dublin fray in recent years also commenting on the draw of the Irish market for international opportunities.
Moore (pictured) continues: ‘We definitely saw the classic phrase of ‘when the US sneezes, the world catches a cold’ being exacerbated last year. Liberation Day and the application of tariffs spooked an awful lot of people, but actually the world just got on with things again.
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‘While some of the leading firms in the market had already adopted automation products, the focus has turned to generative AI products, especially at the higher end of the market’, comments Keogh. ‘That being said, firms are aware of the issues around confidentiality and other potential pitfalls, including the quality of the work generated, so everyone is at their own stage on the AI journey’.
Hogan Lovells partner Angus Coulter (pictured), the former head of the firm’s London competition team, describes the CMA’s current stance as