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.