408.109 HistoryHistory: 1997 a. 297. 408.110408.110 Applicability; choice of law. 408.110(1)(1) The local law of the issuer’s jurisdiction, as specified in sub. (4), governs: 408.110(1)(b)(b) The rights and duties of the issuer with respect to registration of transfer; 408.110(1)(c)(c) The effectiveness of registration of transfer by the issuer; 408.110(1)(d)(d) Whether the issuer owes any duties to an adverse claimant to a security; and 408.110(1)(e)(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. 408.110(2)(2) The local law of the securities intermediary’s jurisdiction, as specified in sub. (5), governs: 408.110(2)(a)(a) Acquisition of a security entitlement from the securities intermediary; 408.110(2)(b)(b) The rights and duties of the securities intermediary and entitlement holder arising out of a security entitlement; 408.110(2)(c)(c) Whether the securities intermediary owes any duties to an adverse claimant to a security entitlement; and 408.110(2)(d)(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. 408.110(3)(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. 408.110(4)(4) In this section, “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 sub. (1) (b) to (e). 408.110(5)(5) The following rules determine a “securities intermediary’s jurisdiction” for purposes of this section: 408.110(5)(a)(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 subchapter, this chapter, or chs. 401 to 411, that jurisdiction is the securities intermediary’s jurisdiction. 408.110(5)(b)(b) If par. (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. 408.110(5)(c)(c) If neither par. (a) nor par. (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. 408.110(5)(d)(d) If none of pars. (a) to (c) applies, 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. 408.110(5)(e)(e) If none of pars. (a) to (d) applies, the securities intermediary’s jurisdiction is the jurisdiction in which the chief executive office of the securities intermediary is located. 408.110(6)(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. 408.110 HistoryHistory: 1997 a. 297; 2001 a. 10. 408.111408.111 Clearing corporation rules. A rule adopted by a clearing corporation governing rights and obligations among the clearing corporation and its participants in the clearing corporation is effective even if the rule conflicts with chs. 401 to 411 and affects another party who does not consent to the rule. 408.111 HistoryHistory: 1997 a. 297. 408.112408.112 Creditor’s legal process. 408.112(1)(1) The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making the attachment or levy, except as otherwise provided in sub. (4). However, a certificated security for which the certificate has been surrendered to the issuer may be reached by a creditor by legal process upon the issuer. 408.112(2)(2) The interest of a debtor in an uncertificated security may be reached by a creditor only by legal process upon the issuer at its chief executive office in the United States, except as otherwise provided in sub. (4). 408.112(3)(3) The interest of a debtor in a security entitlement may be reached by a creditor only by legal process upon the securities intermediary with whom the debtor’s securities account is maintained, except as otherwise provided in sub. (4).