§ 6A-8-110 - Applicability – Choice of law.
SECTION 6A-8-110
§ 6A-8-110 Applicability – Choice oflaw. – (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 toregistration of transfer;
(3) the effectiveness of registration of transfer by theissuer;
(4) whether the issuer owes any duties to an adverse claimantto a security; and
(5) whether an adverse claim can be asserted against a personto whom transfer of a certificated or uncertificated security is registered ora person who obtains control of an uncertificated security.
(b) The local law of the securities intermediary'sjurisdiction, as specified in subsection (e), governs:
(1) acquisition of a security entitlement from the securitiesintermediary;
(2) the rights and duties of the securities intermediary andentitlement holder arising out of a security entitlement;
(3) whether the securities intermediary owes any duties to anadverse claimant to a security entitlement; and
(4) whether an adverse claim can be asserted against a personwho acquires a security entitlement from the securities intermediary or aperson who purchases a security entitlement or interest therein from anentitlement holder.
(c) The local law of the jurisdiction in which a securitycertificate is located at the time of delivery governs whether an adverse claimcan be asserted against a person to whom the security certificate is delivered.
(d) "Issuer's jurisdiction" means the jurisdiction underwhich the issuer of the security is organized or, if permitted by the law ofthat jurisdiction, the law of another jurisdiction specified by the issuer. Anissuer organized under the law of this State may specify the law of anotherjurisdiction as the law governing the matters specified in subsection (a)(2)through (5).
(e) The following rules determine a "securitiesintermediary's jurisdiction" for purposes of this section:
(1) If an agreement between the securities intermediary andits entitlement holder governing the securities account expressly provides thata particular jurisdiction is the securities intermediary's jurisdiction forpurposes of this part, this chapter, or this title, that jurisdiction is thesecurities intermediary's jurisdiction.
(2) If paragraph (1) does not apply and an agreement betweenthe securities intermediary and its entitlement holder governing the securitiesaccount expressly provides that the agreement is governed by the law of aparticular jurisdiction, that jurisdiction is the securities intermediary'sjurisdiction.
(3) If neither paragraph (1) nor paragraph (2) applies and anagreement between the securities intermediary and its entitlement holdergoverning the securities account expressly provides that the securities accountis maintained at an office in a particular jurisdiction, that jurisdiction isthe securities intermediary's jurisdiction.
(4) If none of the preceding paragraphs applies, thesecurities intermediary's jurisdiction is the jurisdiction in which the officeidentified in an account statement as the office serving the entitlementholder's account is located.
(5) If none of the preceding paragraphs applies, thesecurities intermediary's jurisdiction is the jurisdiction in which the chiefexecutive office of the securities intermediary is located.
(f) A securities intermediary's jurisdiction is notdetermined by the physical location of certificates representing financialassets, or by the jurisdiction in which is organized the issuer of thefinancial asset with respect to which an entitlement holder has a securityentitlement, or by the location of facilities for data processing or otherrecord keeping concerning the account.