§ 34.1-8-110 — Applicability; choice of law

(a) The local law of the issuer's jurisdiction, as
specified in subsection (d) of this section, governs:
(i) The validity of a security;
(ii) The rights and duties of the issuer with respect
to registration of transfer;
(iii) The effectiveness of registration of transfer
by the issuer;
(iv) Whether the issuer owes any duties to an adverse
claimant to a security; and
(v) 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) of this section,
governs:
(i) Acquisition of a security entitlement from the
securities intermediary;
(ii) The rights and duties of the securities
intermediary and entitlement holder arising out of a security
entitlement;
(iii) Whether the securities intermediary owes any
duties to an adverse claimant to a security entitlement; and
(iv) 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 paragraph (a)(ii) through
(v) of this section.
(e) The following rules determine a "securities
intermediary's jurisdiction" for purposes of this section:
(i) 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 this act, that
jurisdiction is the securities intermediary's jurisdiction;
(ii) If paragraph (i) 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;
(iii) If neither paragraph (i) nor (ii) 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;
(iv) 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;
(v) 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.
(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.