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<section article="gcl" article_name="Commercial Law" number="8-110" title_number="8" title_name="Investment Securities" subtitle_number="1" subtitle_name="Short Title and General Matters">
  <level label="a">
    <text>The local law of the issuer's jurisdiction, as specified in subsection (d) of this section, governs:</text>
    <level label="1">
      <text>The validity of a security;</text>
    </level>
    <level label="2">
      <text>The rights and duties of the issuer with respect to registration of transfer;</text>
    </level>
    <level label="3">
      <text>The effectiveness of registration of transfer by the issuer;</text>
    </level>
    <level label="4">
      <text>Whether the issuer owes any duties to an adverse claimant to a security; and</text>
    </level>
    <level label="5">
      <text>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.</text>
    </level>
  </level>
  <level label="b">
    <text>The local law of the securities intermediary's jurisdiction, as specified in subsection (e) of this section, governs:</text>
    <level label="1">
      <text>Acquisition of a security entitlement from the securities intermediary;</text>
    </level>
    <level label="2">
      <text>The rights and duties of the securities intermediary and entitlement holder arising out of a security entitlement;</text>
    </level>
    <level label="3">
      <text>Whether the securities intermediary owes any duties to an adverse claimant to a security entitlement; and</text>
    </level>
    <level label="4">
      <text>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 in a security entitlement from an entitlement holder.</text>
    </level>
  </level>
  <level label="c">
    <text>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.</text>
  </level>
  <level label="d">
    <level label="1">
      <text>“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.</text>
    </level>
    <level label="2">
      <text>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) of this section.</text>
    </level>
  </level>
  <level label="e">
    <text>The following rules determine a “securities intermediary’s jurisdiction” for purposes of this section:</text>
    <level label="1">
      <text>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 subtitle or this title, that jurisdiction is the securities intermediary’s jurisdiction.</text>
    </level>
    <level label="2">
      <text>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.</text>
    </level>
    <level label="3">
      <text>If neither paragraph (1) nor paragraph (2) applies 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.</text>
    </level>
    <level label="4">
      <text>If none of the preceding paragraphs applies, 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.</text>
    </level>
    <level label="5">
      <text>If none of the preceding paragraphs applies, the securities intermediary’s jurisdiction is the jurisdiction in which the chief executive office of the securities intermediary is located.</text>
    </level>
  </level>
  <level label="f">
    <text>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.</text>
  </level>
</section>
