The local law of the issuer’s jurisdiction, as specified in Subsection (4), governs:
Terms Used In Utah Code 70A-8-109
Adverse claim: means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights of the claimant for another person to hold, transfer, or deal with the financial asset. See Utah Code 70A-8-101
Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
Entitlement holder: means a person identified in the records of a securities intermediary as the person having a security entitlement against the securities intermediary. See Utah Code 70A-8-101
Financial asset: except as otherwise provided in Section 70A-8-102, means:
(A)
a security;
(B)
an obligation of a person or a share, participation, or other interest in a person or in property or an enterprise of a person, which is or is of a type, dealt in or traded on financial markets, or which is recognized in any area in which it is issued or dealt in as a medium for investment; or
(C)
any property that is held by a securities intermediary for another person in a securities account if that securities intermediary has expressly agreed with the other person that the property is to be treated as a financial asset under this chapter. See Utah Code 70A-8-101
Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
a person, including a bank or broker, that in the ordinary course of its business maintains securities accounts for others and is acting in that capacity. See Utah Code 70A-8-101
Security: except as otherwise provided in Section 70A-8-102, means an obligation of an issuer or a share, participation, or other interest in an issuer or in property or an enterprise of an issuer that:
(i)
is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;
(ii)
is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations; and
(iii)
(A)
is, or is of a type, dealt in or traded on securities exchanges or securities markets; or
(B)
is a medium for investment and by its terms expressly provides that it is a security governed by this chapter. See Utah Code 70A-8-101
Security certificate: means a certificate representing a security. See Utah Code 70A-8-101
Security entitlement: means the rights and property interest of an entitlement holder with respect to a financial asset specified in 5. See Utah Code 70A-8-101
State: when applied to the different parts of the United States, includes a state, district, or territory of the United States. See Utah Code 68-3-12.5
Uncertificated security: means a security that is not represented by a certificate. See Utah Code 70A-8-101
(a)
the validity of a security;
(b)
the rights and duties of the issuer with respect to registration of transfer;
(c)
the effectiveness of registration of transfer by the issuer;
(d)
whether the issuer owes any duties to an adverse claimant to a security; and
(e)
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.
(2)
The local law of the securities intermediary‘s jurisdiction, as specified in Subsection (5), governs:
(a)
acquisition of a security entitlement from the securities intermediary;
(b)
the rights and duties of the securities intermediary and entitlement holder arising out of a security entitlement;
(c)
whether the securities intermediary owes any duties to an adverse claimant to a security entitlement; and
(d)
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.
(3)
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.
(4)
“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 Subsections (1)(b) through (e).
(5)
The following rules determine a “securities intermediary’s jurisdiction” for purposes of this section:
(a)
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 this title, that jurisdiction is the securities intermediary’s jurisdiction.
(b)
If Subsection (5)(a) 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.
(c)
If neither Subsection (5)(a) nor Subsection (5)(b) 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.
(d)
If Subsections (5)(a) through (c) do not apply, 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.
(e)
If Subsections (5)(a) through (d) do not apply, the securities intermediary’s jurisdiction is the jurisdiction in which the chief executive office of the securities intermediary is located.
(6)
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.
