47-8110

47-8110. Applicability; choice of law

A. The local law of the issuer's jurisdiction, as specified in subsection D,
governs:

1. The validity of a security;

2. The rights and duties of the issuer with respect to registration of transfer;

3. The effectiveness of registration of transfer by the issuer;

4. Whether the issuer owes any duties to an adverse claimant to a security; and

5. Whether an adverse claim can be asserted against a person to whom transfer of a
certificated or uncertificated security is registered or a person who obtains control of
an uncertificated security.

B. The local law of the securities intermediary's jurisdiction, as specified in
subsection F, governs:

1. Acquisition of a security entitlement from the securities intermediary;

2. The rights and duties of the securities intermediary and entitlement holder
arising out of a security entitlement;

3. Whether the securities intermediary owes any duties to an adverse claimant to a
security entitlement; and

4. Whether an adverse claim can be asserted against a person who acquires a
security entitlement from the securities intermediary or a person who purchases a
security entitlement or interest therein from an entitlement holder.

C. The local law of the jurisdiction in which a security certificate is located at
the time of delivery governs whether an adverse claim can be asserted against a person to
whom the security certificate is delivered.

D. "Issuer's jurisdiction" means the jurisdiction under which the issuer of the
security is organized or, if permitted by the law of that jurisdiction, the law of
another jurisdiction specified by the issuer. An issuer organized under the law of this
state may specify the law of another jurisdiction as the law governing the matters
specified in subsection A, paragraphs 2 through 5.

E. The following rules determine a "securities intermediary's jurisdiction" for
purposes of this section:

1. If an agreement between the securities intermediary and its entitlement holder
governing the securities account expressly provides that a particular jurisdiction is the
securities intermediary's jurisdiction for purposes of this article or this chapter, that
jurisdiction is the securities intermediary's jurisdiction.

2. If paragraph 1 of this subsection does not apply and an agreement between the
securities intermediary and its entitlement holder governing the securities account
expressly provides that the agreement is governed by the law of a particular
jurisdiction, that jurisdiction is the securities intermediary's jurisdiction.

3. If neither paragraph 1 nor paragraph 2 of this subsection applies and an
agreement between the securities intermediary and its entitlement holder governing the
securities account expressly provides that the securities account is maintained at an
office in a particular jurisdiction, that jurisdiction is the securities intermediary's
jurisdiction.

4. If none of the preceding paragraphs in this subsection applies, the securities
intermediary's jurisdiction is the jurisdiction in which the office identified in an
account statement as the office serving the entitlement holder's account is located.

5. If none of the preceding paragraphs in this subsection applies, the securities
intermediary's jurisdiction is the jurisdiction in which the chief executive office of
the securities intermediary is located.

F. A securities intermediary's jurisdiction is not determined by the physical
location of certificates representing financial assets, or by the jurisdiction in which
is organized the issuer of the financial asset with respect to which an entitlement
holder has a security entitlement, or by the location of facilities for data processing
or other record keeping concerning the account.