70A-8-109 - Applicability -- Choice of law.
70A-8-109. Applicability -- Choice of law.
(1) The local law of the issuer's jurisdiction, as specified in Subsection (4), governs:
(a) the validity of a security;
(b) the rights and duties of the issuer with respect to registration of transfer;
(c) the effectiveness of registration of transfer by the issuer;
(d) whether the issuer owes any duties to an adverse claimant to a security; and
(e) whether an adverse claim can be asserted against a person to whom transfer of acertificated or uncertificated security is registered or a person who obtains control of anuncertificated security.
(2) The local law of the securities intermediary's jurisdiction, as specified in Subsection(5), governs:
(a) acquisition of a security entitlement from the securities intermediary;
(b) the rights and duties of the securities intermediary and entitlement holder arising outof a security entitlement;
(c) whether the securities intermediary owes any duties to an adverse claimant to asecurity entitlement; and
(d) whether an adverse claim can be asserted against a person who acquires a securityentitlement from the securities intermediary or a person who purchases a security entitlement orinterest therein from an entitlement holder.
(3) The local law of the jurisdiction in which a security certificate is located at the time ofdelivery governs whether an adverse claim can be asserted against a person to whom the securitycertificate is delivered.
(4) "Issuer's jurisdiction" means the jurisdiction under which the issuer of the security isorganized or, if permitted by the law of that jurisdiction, the law of another jurisdiction specifiedby the issuer. An issuer organized under the law of this state may specify the law of anotherjurisdiction as the law governing the matters specified in Subsections (1)(b) through (e).
(5) The following rules determine a "securities intermediary's jurisdiction" for purposesof this section:
(a) If an agreement between the securities intermediary and its entitlement holdergoverning the securities account expressly provides that a particular jurisdiction is the securitiesintermediary's jurisdiction for purposes of this part, this chapter, or this title, that jurisdiction is thesecurities intermediary's jurisdiction.
(b) If Subsection (5)(a) does not apply and an agreement between the securitiesintermediary and its entitlement holder governing the securities account expressly provides thatthe agreement is governed by the law of a particular jurisdiction, that jurisdiction is the securitiesintermediary's jurisdiction.
(c) If neither Subsection (5)(a) nor Subsection (5)(b) applies and an agreement betweenthe securities intermediary and its entitlement holder governing the securities account expresslyprovides that the securities account is maintained at an office in a particular jurisdiction, thatjurisdiction is the securities intermediary's jurisdiction.
(d) If Subsections (5)(a) through (c) do not apply, the securities intermediary's jurisdictionis the jurisdiction in which the office identified in an account statement as the office serving theentitlement holder's account is located.
(e) If Subsections (5)(a) through (d) do not apply, the securities intermediary's jurisdictionis the jurisdiction in which the chief executive office of the securities intermediary is located.
(6) A securities intermediary's jurisdiction is not determined by the physical location ofcertificates representing financial assets, or by the jurisdiction in which is organized the issuer ofthe financial asset with respect to which an entitlement holder has a security entitlement, or by thelocation of facilities for data processing or other record keeping concerning the account.
Amended by Chapter 252, 2000 General Session