New Jersey § 12a:8-110

§ 12a:8-110.

a. The local law of the issuer's jurisdiction, as specified in subsection d. of this

section, 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. of this section, 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 paragraphs (2) through (5) of subsection

a. of this section. 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 chapter,

or the Uniform Commercial Code , 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 paragraph (2) of this subsection e. 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 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. (5) If none of the preceding paragraphs applies, 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.