3108.2. The following matters are governed by the law of the State under which the issuer is constituted or, if permitted by the law of that State, by another law specified by the issuer:(1) the rights and duties of the issuer with respect to the registration of transfer of a security on its books, and the validity of the registration;
(2) whether the issuer owes any duty to an adverse claimant to a security issued by the issuer; and
(3) whether an adverse claim may be asserted against a person to whom the transfer of a security is registered in the records of the issuer or who obtains control of an uncertificated security issued by the issuer.
If the issuer is constituted under the law of a State that comprises several territorial units having different legislative jurisdictions, the applicable law is the law in force in the territorial unit where the issuer has its head office or, if permitted by the law of the State that comprises the territorial units, another law specified by the issuer.
2008, c. 20, s. 139; I.N. 2014-05-01.