2012 Pennsylvania Consolidated Statutes
Title 13 - COMMERCIAL CODE
Chapter 81 - Short Title and General Matters
Section 8110 - Applicability; choice of law

     § 8110.  Applicability; choice of law.
        (a)  When local law of issuer's jurisdiction governs.--The
     local law of the issuer's jurisdiction, as specified in
     subsection (d), 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)  When local law of securities intermediary's jurisdiction
     governs.--The local law of the securities intermediary's
     jurisdiction, as specified in subsection (e), 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)  Assertion of adverse claims.--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)  Definition of "issuer's jurisdiction".--"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 laws of this Commonwealth
     may specify the law of another jurisdiction as the law governing
     the matters specified in subsection (a)(2) through (5).
        (e)  Determination of "securities intermediary's
     jurisdiction".--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
        chapter, this division or this title, 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) 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)  Factors not used to determine securities intermediary's
     jurisdiction.--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.
     (June 8, 2001, P.L.123, No.18, eff. July 1, 2001)

        2001 Amendment.  Act 18 amended subsec. (e).
        Cross References.  Section 8110 is referred to in sections
     1301, 9305 of this title.