Idaho State Statutes - Idaho Attorney Directory

(1) The local law of the
issuer's jurisdiction, as specified in subsection (4) of this section,
governs:
(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) of this section, 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 (1)(e) of
this section.
(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 act, that
jurisdiction is the securities intermediary's jurisdiction.
(b) If paragraph (a) of this subsection 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 paragraph (a) nor paragraph (b) of this section 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 none of the preceding paragraphs 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 none of the preceding paragraphs 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 recordkeeping concerning
the account.

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