Vermont § 110 - § 8—110.

§ 110. § 8—110.

• Applicability; choice of law (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 subdivisions (a)(2) through (5) 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 article, or this act,
  that jurisdiction is the securities intermediary’s jurisdiction. (2) If subdivision (1) of this subsection does not apply and an agreement between the
  securities intermediary and its entitlement holder 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 subdivision (1) nor subdivision (2) of this subsection 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 subdivisions 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 subdivisions 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. (g) The local law of the issuer’s jurisdiction or the securities intermediary’s jurisdiction
  governs a matter or transaction specified in subsection (a) or (b) of this section
  even if the matter or transaction does not bear any relation to the jurisdiction. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 1999, No. 106 (Adj. Sess.), § 19, eff. July 1, 2001; 2025, No. 17, § 8, eff. July 1, 2025.)