1997 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 specifies that it is governed by the law 
 of a particular jurisdiction, that jurisdiction is the 
 securities intermediary's jurisdiction. 

    (2) If an agreement between the securities intermediary and 
 its entitlement holder does not specify the governing law as 
 provided in paragraph (1), but expressly specifies that the 
 securities account is maintained at an office in a particular 
 jurisdiction, that jurisdiction is the securities intermediary's 
 jurisdiction. 

    (3) If an agreement between the securities intermediary and 
 its entitlement holder does not specify a jurisdiction as 
 provided in paragraph (1) or (2), the securities intermediary's 
 jurisdiction is the jurisdiction in which is located the office 
 identified in an account statement as the office serving the 
 entitlement holder's account. 

    (4) If an agreement between the securities intermediary and 
 its entitlement holder does not specify a jurisdiction as 
 provided in paragraph (1) or (2) and an account statement does 
 not identify an office serving the entitlement holder's account 
 as provided in paragraph (3), the securities intermediary's 
 jurisdiction is the jurisdiction in which is located the chief 
 executive office of the securities intermediary. 

    (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 
 recordkeeping concerning the account. 

    HIST: 1995 c 194 art 1 s 10