2007 Minnesota Statutes

336.8-110 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) 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 Laws 2000, chapter 399, 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 (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.
(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.
History: 1995 c 194 art 1 s 10; 2000 c 399 art 2 s 17