The Law Governing Investment Securities May Be A Matter Of Choice

One might expect that the rights and duties of a California issuer with respect to the registration of transfer of investment securities would be governed by California law. After all, Section 8110(a) of the California Uniform Commercial Code provides that the local law of an issuer’s jurisdiction applies to such matters and Section 8110(d) defines “issuer’s jurisdiction” as the jurisdiction under which the issuer of the security is organized.

Surprisingly, however, Section 8110(d) goes on to say that an issuer organized under the laws of California may specify the laws of another jurisdiction as the laws governing the following...

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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