§490:8-110  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 (e), 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)(2) to (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 part, this article, or this
chapter, that jurisdiction is the securities intermediary's jurisdiction.



(2)  If paragraph (1) 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)
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 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 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
recordkeeping concerning the account. [L 1997, c 33, pt of §2; am L 2000, c
241, §24]