{"data":{"id":"us-ok/okla.-stat.-tit.-12a-12a-8-110","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 12A, § 12A-8-110","heading":"Applicability; Choice of Law","body":"Applicability; Choice of Law.\n\n(a) The local law of the issuer's jurisdiction, as specified in\n\nsubsection (d) of this section, governs:\n\n(1) the validity of a security;\n\n(2) the rights and duties of the issuer with respect to\n\nregistration of transfer;\n\n(3) the effectiveness of registration of transfer by the\n\nissuer;\n\n(4) whether the issuer owes any duties to an adverse\n\nclaimant to a security; and\n\n(5) whether an adverse claim can be asserted against a\n\nperson to whom transfer of a certificated or\n\nuncertificated security is registered or a person who\n\nobtains control of an uncertificated security.\n\n(b) The local law of the securities intermediary's\n\njurisdiction, as specified in subsection (e) of this section,\n\ngoverns:\n\n(1) acquisition of a security entitlement from the\n\nsecurities intermediary;\n\n(2) the rights and duties of the securities intermediary\n\nand entitlement holder arising out of a security\n\nentitlement;\n\n(3) whether the securities intermediary owes any duties to\n\nan adverse claimant to a security entitlement; and\n\n(4) whether an adverse claim can be asserted against a\n\nperson who acquires a security entitlement from the\n\nsecurities intermediary or a person who purchases a\n\nsecurity entitlement or interest therein from an\n\nentitlement holder.\n\n(c) The local law of the jurisdiction in which a security\n\ncertificate is located at the time of delivery governs whether an\n\nadverse claim can be asserted against a person to whom the security\n\ncertificate is delivered.\n\n(d) \"Issuer's jurisdiction\" means the jurisdiction under which\n\nthe issuer of the security is organized or, if permitted by the law\n\nof that jurisdiction, the law of another jurisdiction specified by\n\nthe issuer. An issuer organized under the law of this state may\n\nspecify the law of another jurisdiction as the law governing the\n\nmatters specified in paragraphs (2) through (5) of subsection (a) of\n\nthis section.\n\n(e) The following rules determine a \"securities intermediary's\n\njurisdiction\" for purposes of this section:\n\n(1) If an agreement between the securities intermediary\n\nand its entitlement holder governing the securities\n\naccount expressly provides that a particular\n\njurisdiction is the securities intermediary's\n\njurisdiction for purposes of this part, this article,\n\nor this title, that jurisdiction is the securities\n\nintermediary's jurisdiction;\n\n(2) If paragraph (1) does not apply and an agreement\n\nbetween the securities intermediary and its\n\nentitlement holder governing the securities account\n\nexpressly provides that the agreement is governed by\n\nthe law of a particular jurisdiction, that\n\njurisdiction is the securities intermediary's\n\njurisdiction.\n\n(3) If neither paragraph (1) nor paragraph (2) of this\n\nsubsection applies and an agreement between the\n\nsecurities intermediary and its entitlement holder\n\ngoverning the securities account expressly provides\n\nthat the securities account is maintained at an office\n\nin a particular jurisdiction, that jurisdiction is the\n\nsecurities intermediary's jurisdiction;\n\n(4) If none of the preceding paragraphs of this subsection\n\napplies, the securities intermediary's jurisdiction is\n\nthe jurisdiction in which the office identified in an\n\naccount statement as the office serving the\n\nentitlement holder's account is located; and\n\n(5) If none of the preceding paragraphs of this subsection\n\napplies, the securities intermediary's jurisdiction is\n\nthe jurisdiction in which the chief executive office\n\nof the securities intermediary is located.\n\n(f) A securities intermediary's jurisdiction is not determined\n\nby the physical location of certificates representing financial\n\nassets, or by the jurisdiction in which is organized the issuer of\n\nthe financial asset with respect to which an entitlement holder has\n\na security entitlement, or by the location of facilities for data\n\nprocessing or other recordkeeping concerning the account.\nlocated.\n\n(f) A securities intermediary's jurisdiction is not determined\n\nby the physical location of certificates representing financial\n\nassets, or by the jurisdiction in which is organized the issuer of\n\nthe financial asset with respect to which an entitlement holder has\n\na security entitlement, or by the location of facilities for data\n\nprocessing or other recordkeeping concerning the account.\n\n(g) The local law of the issuer's jurisdiction or the\n\nsecurities intermediary's jurisdiction governs a matter or\n\ntransaction specified in subsection (a) or (b) of this section even\n\nif the matter or transaction does not bear any relation to the\n\njurisdiction.","path":["OK Code","Title 12A"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os12A.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"5e4433383a153837217a4a17d68bb2d73b04e3dce28ac0e83c8167a6b1478bfa","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-12a-12a-8-109","next":"us-ok/okla.-stat.-tit.-12a-12a-8-111"},"notice":"GroundRules: Original legal text. Not legal advice."}