Ohio Code § 1308.05

§ 1308.05.

(A) The local law of the issuer's jurisdiction, as specified in division (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 division

(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 divisions (A)(2) to (5) 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 Chapter 1308. or 1309. of the Revised

Code, that jurisdiction is the securities intermediary's jurisdiction. (2) If division (E)(1) of this section 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 divisions (E)(1) and (2) of this section do not apply 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 divisions (E)(1), (2), and (3) of this section 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. (5) If divisions (E)(1), (2), (3), and (4) of this section do not apply, 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 record keeping concerning the account.