2023 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.