NY UCC § 8-110 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 8 - Investment Securities Part 1 - Short Title and General Matters 8-110 - Applicability; Choice of Law.

Section 8--110. Applicability; Choice of Law.  (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)   Except  with  respect to cooperative interests, 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 (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 this  part,  this            article,  or  this  act,  that jurisdiction is the securities            intermediary's jurisdiction.       (2) If paragraph (1) 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.       (3) If neither paragraph (1)  nor  paragraph  (2)  apply  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 paragraphs 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  paragraphs  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.