This text of Indiana § 26-1-8.1-110 (Governing local law; determination of jurisdiction of issuer or
securities intermediary) is published on Counsel Stack Legal Research, covering Indiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
(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
entitle
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(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) through (a)(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 IC 26-1-8.1-101
through IC 26-1-8.1-116, that jurisdiction is the securities
intermediary's jurisdiction.
(2) If subdivision (1) does not apply, and an agreement between
the securities intermediary and its entitlement holder 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 subdivision (1) nor subdivision (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 subdivisions 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 subdivisions 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.
(g) The local law of the issuer's jurisdiction or the securities
intermediary's jurisdiction governs a matter or transaction specified in
subsection (a) or (b) even if the matter or transaction does not bear any
relation to the jurisdiction.