§ 8-110 — Applicability; Choice of Law

Section 8--110. Applicability; Choice of Law.\n (a) The local law of the issuer's jurisdiction, as specified in\nsubsection (d), governs:\n (1) the validity of a security;\n (2) the rights and duties of the issuer with respect to\n registration of transfer;\n (3) the effectiveness of registration of transfer by the issuer;\n (4) whether the issuer owes any duties to an adverse claimant to\n a security; and\n (5) whether an adverse claim can be asserted against a person to\n whom transfer of a certificated or uncertificated security is\n registered or a person who obtains control of an\n uncertificated security.\n (b) The local law of the securities intermediary's jurisdiction, as\nspecified in subsection (e), governs:\n (1) acquisition of a security entitlement from the securities\n intermediary;\n (2) the rights and duties of the securities intermediary and\n entitlement holder arising out of a security entitlement;\n (3) whether the securities intermediary owes any duties to an\n adverse claimant to a security entitlement; and\n (4) whether an adverse claim can be asserted against a person who\n acquires a security entitlement from the securities\n intermediary or a person who purchases a security entitlement\n or interest therein from an entitlement holder.\n (c) Except with respect to cooperative interests, the local law of\nthe jurisdiction in which a security certificate is located at the time\nof delivery governs whether an adverse claim can be asserted against a\nperson to whom the security certificate is delivered.\n (d) "Issuer's jurisdiction" means the jurisdiction under which the\nissuer of the security is organized or, if permitted by the law of that\njurisdiction, the law of another jurisdiction specified by the issuer.\nAn issuer organized under the law of this State may specify the law of\nanother jurisdiction as the law governing the matters specified in\nsubsection (a)(2) through (5).\n (e) The following rules determine a "securities intermediary's\njurisdiction" for purposes of this section:\n (1) If an agreement between the securities intermediary and its\n entitlement holder governing the securities account expressly\n provides that a particular jurisdiction is the securities\n intermediary's jurisdiction for purposes of this part, this\n article, or this act, that jurisdiction is the securities\n intermediary's jurisdiction.\n (2) If paragraph (1) does not apply and an agreement between the\n securities intermediary and its entitlement holder governing\n the securities account expressly provides that the agreement\n is governed by the law of a particular jurisdiction, that\n jurisdiction is the securities intermediary's jurisdiction.\n (3) If neither paragraph (1) nor paragraph (2) apply and an\n agreement between the securities intermediary and its\n entitlement holder governing the securities account expressly\n provides that the securities account is maintained at an\n office in a particular jurisdiction, that jurisdiction is the\n securities intermediary's jurisdiction.\n (4) If none of the preceding paragraphs apply, the securities\n intermediary's jurisdiction is the jurisdiction in which the\n office identified in an account statement as the office\n serving the entitlement holder's account is located.\n (5) If none of the preceding paragraphs apply, the securities\n intermediary's jurisdiction is the jurisdiction in which the\n chief executive office of the securities intermediary is\n located.\n (f) A securities intermediary's jurisdiction is not determined by the\nphysical location of certificates representing financial assets, or by\nthe jurisdiction in which is organized the issuer of the financial asset\nwith respect to which an entitlement holder has a security entitlement,\nor by the location of facilities for data processing or other record\nkeeping concerning the account.\n *(g) The local law of the issuer's jurisdiction or the securities\nintermediary's jurisdiction governs a matter or transaction specified in\nsubsection (a) or (b) even if the matter or transaction does not bear\nany relation to the jurisdiction.\n * NB Effective June 3, 2026\n