400.8-110. Applicability; choice of law.

MISSOURI STATUTES AND CODES

400.8-110. Applicability; choice of law.

Applicability; choice of law.

400.8-110. (a) The local law of the issuer's jurisdiction, asspecified in subsection (d), governs:

(1) The validity of a security;

(2) The rights and duties of the issuer with respect to registrationof transfer;

(3) The effectiveness of registration of transfer by the issuer;

(4) Whether the issuer owes any duties to an adverse claimant to asecurity; and

(5) Whether an adverse claim can be asserted against a person to whomtransfer of a certificated or uncertificated security is registered or aperson who obtains control of an uncertificated security.

(b) The local law of the securities intermediary's jurisdiction, asspecified in subsection (e), governs:

(1) Acquisition of a security entitlement from the securitiesintermediary;

(2) The rights and duties of the securities intermediary andentitlement holder arising out of a security entitlement;

(3) Whether the securities intermediary owes any duties to an adverseclaimant to a security entitlement; and

(4) Whether an adverse claim can be asserted against a person whoacquires a security entitlement from the securities intermediary or aperson who purchases a security entitlement or interest therein from anentitlement holder.

(c) The local law of the jurisdiction in which a security certificateis located at the time of delivery governs whether an adverse claim can beasserted against a person to whom the security certificate is delivered.

(d) "Issuer's jurisdiction" means the jurisdiction under which theissuer of the security is organized or, if permitted by the law of thatjurisdiction, the law of another jurisdiction specified by the issuer. Anissuer organized under the law of this state may specify the law of anotherjurisdiction as the law governing the matters specified in subsection(a)(2) through (5).

(e) The following rules determine a "securities intermediary'sjurisdiction" for purposes of this section:

(1) If an agreement between the securities intermediary and itsentitlement holder governing the securities account expressly provides thata particular jurisdiction is the securities intermediary's jurisdiction forpurposes of this part, this article, or chapter 400, that jurisdiction isthe securities intermediary's jurisdiction;

(2) If paragraph (1) does not apply and an agreement between thesecurities intermediary and its entitlement holder governing the securitiesaccount expressly provides that the agreement is governed by the law of aparticular jurisdiction, that jurisdiction is the securities intermediary'sjurisdiction.

(3) If neither paragraph (1) nor paragraph (2) applies, and anagreement between the securities intermediary and its entitlement holdergoverning the securities account expressly provides that the securitiesaccount is maintained at an office in a particular jurisdiction, thatjurisdiction is the securities intermediary's jurisdiction;

(4) If none of the preceding paragraphs apply, the securitiesintermediary's jurisdiction is the jurisdiction in which the officeidentified in an account statement as the office serving the entitlementholder's account is located.

(5) If none of the preceding paragraphs apply, the securitiesintermediary's jurisdiction is the jurisdiction in which the chiefexecutive office of the securities intermediary is located.

(f) A securities intermediary's jurisdiction is not determined by thephysical location of certificates representing financial assets, or by thejurisdiction in which is organized the issuer of the financial asset withrespect to which an entitlement holder has a security entitlement, or bythe location of facilities for data processing or other record keepingconcerning the account.