Law governing validity of security
44. (1) The validity of a security is governed by the following laws: 1. If the issuer is incorporated under a law of Canada, the law, other than the conflict of law rules, of Canada. 2. If the issuer is the Crown in right of Canada, the law, other than the conflict of law rules, of Canada. 3. If the issuer is the Crown in right of a province in Canada, the law, other than the conflict of law rules, of the province. 4. If the issuer is the Commissioner of a territory in Canada, the law, other than the conflict of law rules, of the territory. 5. In any other case, the law, other than the conflict of law rules, of the jurisdiction under which the issuer is incorporated or otherwise organized. 2006, c. 8, s. 44 (1). Law governing other matters re securities (2) The law, other than the conflict of law rules, of the issuer’s jurisdiction governs, (a) the rights and duties of the issuer with respect to the registration of transfer; (b) the effectiveness of the registration of transfer by the issuer; (c) whether the issuer owes any duties to an adverse claimant to a security; and (d) whether an adverse claim can be asserted against a person, (i) to whom the transfer of a certificated or uncertificated security is registered, or (ii) who obtains control of an uncertificated security. 2006, c. 8, s. 44 (2). Issuer may specify law of another jurisdiction (3) The following issuers may specify the law of another jurisdiction as the law governing the matters referred to in clauses (2) (a) to (d): 1. An issuer incorporated or otherwise organized under the law of Ontario. 2. The Crown in right of Ontario. 2006, c. 8, s. 44 (3). Law governing enforceability of security (4) Whether a security is enforceable against an issuer despite a defence or defect described in sections 57 to 59 is governed by the following laws: 1. If the issuer is incorporated under a law of Canada, the law, other than the conflict of law rules, of the province or territory in Canada in which the issuer has its registered or head office. 2. If the issuer is the Crown in right of Canada, the law, other than the conflict of law rules, of the issuer’s jurisdiction. 3. If the issuer is the Crown in right of a province in Canada, the law, other than the conflict of law rules, of the province. 4. If the issuer is the Commissioner of a territory in Canada, the law, other than the conflict of law rules, of the territory. 5. In any other case, the law, other than the conflict of law rules, of the jurisdiction under which the issuer is incorporated or otherwise organized. 2006, c. 8, s. 44 (4). Definition (5) In this section, “issuer’s jurisdiction” means the jurisdiction determined in accordance with the following rules: 1. If the issuer is incorporated under a law of Canada, the province or territory in Canada in which the issuer has its registered or head office or, if permitted by the law of Canada, another jurisdiction specified by the issuer. 2. If the issuer is the Crown in right of Canada, the jurisdiction specified by the issuer. 3. If the issuer is the Crown in right of a province in Canada, the province or, if permitted by the law of that province, another jurisdiction specified by the issuer. 4. If the issuer is the Commissioner of a territory in Canada, the territory or, if permitted by the law of that territory, another jurisdiction specified by the issuer. 5. In any other case, the jurisdiction under which the issuer is incorporated or otherwise organized or, if permitted by the law of that jurisdiction, another jurisdiction specified by the issuer. 2006, c. 8, s. 44 (5).