Okla. Stat. tit. 12A, § 12A-8-110: Applicability; Choice of Law

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 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 article,

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) 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 paragraphs of this subsection

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; and

(5) If none of the preceding paragraphs of this subsection

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 recordkeeping concerning the account.

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 recordkeeping 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.