8-110 - Applicability; Choice of Law.

Section 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) Except  with  respect to cooperative interests, 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) 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  part,  this article,  or  this  act,  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)  apply  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 apply, 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  apply,  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.