§12A-8-110.

§12A-8-110.
   
   Applicability; Choice of Law.
   
   (a) The local law of the issuer's jurisdiction, as specified in
   subsection (d) of this section, 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) of this section, 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 paragraphs (2) through (5) of subsection (a) of this
   section.
   
   (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 specifies that it is governed by the law of a
   particular jurisdiction, that jurisdiction is the securities
   intermediary's jurisdiction;
   
   (2) If an agreement between the securities intermediary and its
   entitlement holder does not specify the governing law as provided in
   paragraph (1) of this subsection, but expressly specifies that the
   securities account is maintained at an office in a particular
   jurisdiction, that jurisdiction is the securities intermediary's
   jurisdiction;
   
   (3) If an agreement between the securities intermediary and its
   entitlement holder does not specify a jurisdiction as provided in
   paragraph (1) or (2) of this subsection, the securities intermediary's
   jurisdiction is the jurisdiction in which is located the office
   identified in an account statement as the office serving the
   entitlement holder's account; and
   
   (4) If an agreement between the securities intermediary and its
   entitlement holder does not specify a jurisdiction as provided in
   paragraph (1) or (2) of this subsection and an account statement does
   not identify an office serving the entitlement holder's account as
   provided in paragraph (3) of this subsection, the securities
   intermediary's jurisdiction is the jurisdiction in which is located
   the chief executive office of the securities intermediary.
   
   (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 recordkeeping concerning the account.