§ 554.8110 — Applicability — choice of law

Iowa § 554.8110

• Jurisdiction: Iowa
• Title XIII: COMMERCE
• Ch. 554: UNIFORM COMMERCIAL CODE

Text

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 a
certificated or uncertificated security is registered or a person who obtains control of an
uncertificated 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 out
of a security entitlement;

c. whetherthesecuritiesintermediaryowesanydutiestoanadverseclaimanttoasecurity
entitlement; and
d. whether an adverse claim can be asserted against a person who acquires a security
entitlementfromthesecuritiesintermediaryorapersonwhopurchasesasecurityentitlement
or interest therein from an entitlement holder.
3. 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.
4. “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 1, paragraphs
“b” through “e”.
5. The following rules determine a “securities intermediary’s jurisdiction” for purposes of
this section:
a. 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 2000 Iowa
Acts, ch. 1149, that jurisdiction is the securities intermediary’s jurisdiction.
b. if paragraph “a” 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.
c. if neither paragraph “a” nor paragraph “b” 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.
d. 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.
e. 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.
6. A securities intermediary’s jurisdiction is not determined by the physical location of
certificatesrepresentingfinancialassets,orbythejurisdictioninwhichisorganizedtheissuer
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.
7. The local law of the issuer’s jurisdiction or the securities intermediary’s jurisdiction
governs a matter or transaction specified in subsection 1 or 2 even if the matter or transaction
does not bear any relation to the jurisdiction.