§ 25-8-110. Applicability; choice of law. - North Carolina Statutes

§25‑8‑110.  Applicability; choice of law.

(a)        The local law ofthe issuer's jurisdiction, as specified in subsection (d) of this section,governs:

(1)        The validity of asecurity;

(2)        The rights andduties of the issuer with respect to registration of transfer;

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

(4)        Whether the issuerowes any duties to an adverse claimant to a security; and

(5)        Whether an adverseclaim can be asserted against a person to whom transfer of a certificated oruncertificated security is registered or a person who obtains control of anuncertificated security.

(b)        The local law ofthe securities intermediary's jurisdiction, as specified in subsection (e) ofthis section, governs:

(1)        Acquisition of asecurity entitlement from the securities intermediary;

(2)        The rights andduties of the securities intermediary and entitlement holder arising out of asecurity entitlement;

(3)        Whether thesecurities intermediary owes any duties to an adverse claimant to a securityentitlement; and

(4)        Whether an adverseclaim can be asserted against a person who acquires a security entitlement fromthe securities intermediary or a person who purchases a security entitlement orinterest therein from an entitlement holder.

(c)        The local law ofthe jurisdiction in which a security certificate is located at the time ofdelivery governs whether an adverse claim can be asserted against a person towhom the security certificate is delivered.

(d)        "Issuer'sjurisdiction" means the jurisdiction under which the issuer of thesecurity is organized or, if permitted by the law of that jurisdiction, the lawof another jurisdiction specified by the issuer. An issuer organized under thelaw of this State may specify the law of another jurisdiction as the lawgoverning the matters specified in subdivisions (a)(2) through (5) of thissection.

(e)        The following rulesdetermine a "securities intermediary's jurisdiction" for purposes ofthis section:

(1)        If an agreementbetween the securities intermediary and its entitlement holder governing thesecurities account expressly provides that a particular jurisdiction is thesecurities intermediary's jurisdiction for purposes of this Part, this Article,or this Chapter, that jurisdiction is the securities intermediary'sjurisdiction.

(2)        If subdivision (1)of this subsection does not apply and an agreement between the securitiesintermediary and its entitlement holder governing the securities accountexpressly provides that the agreement is governed by the law of a particularjurisdiction, that jurisdiction is the securities intermediary's jurisdiction.

(3)        If neithersubdivision (1) nor subdivision (2) of this section applies and an agreementbetween the securities intermediary and its entitlement holder governing the securitiesaccount expressly provides that the securities account is maintained at anoffice in a particular jurisdiction, that jurisdiction is the securitiesintermediary's jurisdiction.

(4)        If none of thepreceding subdivisions applies, the securities intermediary's jurisdiction isthe jurisdiction in which the office identified in an account statement as theoffice serving the entitlement holder's account is located.

(5)        If none of thepreceding subdivisions applies, the securities intermediary's jurisdiction isthe jurisdiction in which the chief executive office of the securitiesintermediary is located.

(f)         A securitiesintermediary's jurisdiction is not determined by the physical location ofcertificates representing financial assets, or by the jurisdiction in which isorganized the issuer of the financial asset with respect to which anentitlement holder has a security entitlement, or by the location of facilitiesfor data processing or other record keeping concerning the account. (1997‑181,s. 1; 2000‑169, s. 23.)