Nevada § 104.8110 - Applicability; choice of law

§ 104.8110. Applicability; choice of law

1. The local law of the issuer's jurisdiction, as specified in subsection 4, governs: (a) The validity of a security; (b) The rights and duties of the issuer with respect to registration of transfer; (c) The effectiveness of registration of transfer by the issuer; (d) Whether the issuer owes any duties to an adverse claimant to a security; and (e) 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. 2. The local law of the securities intermediary's jurisdiction, as specified in subsection

5, governs: (a) Acquisition of a security entitlement from the securities intermediary; (b) The rights and duties of the securities intermediary and entitlement holder arising

out of a security entitlement; (c) Whether the securities intermediary owes any duties to an adverse claimant to

a security entitlement; and (d) 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. 3. 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. 4. “ 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 paragraphs (b) to (e), inclusive, of

subsection 1. 5. The following rules determine a “securities intermediary's jurisdiction” for purposes

of this section: (a) If an agreement between the securities intermediary and its entitlement holder

expressly provides the securities intermediary's jurisdiction for purposes of this

part, this article or the Uniform Commercial Code, that jurisdiction is the securities

intermediary's jurisdiction. (b) If paragraph (a) 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. (c) If neither paragraph (a) nor paragraph (b) 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. (d) If neither paragraph (a) nor paragraph (b) nor paragraph (c) 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. (e) If none of the preceding paragraphs applies, the securities intermediary's jurisdiction

is the jurisdiction in which its chief executive office is located. 6. 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. 7. The local law of the issuer's jurisdiction or the securities intermediary's jurisdiction

governs a matter or transaction specified in subsections 1 and 2 even if the matter

or transaction does not bear any relation to the jurisdiction.