---
kind: "section"
citation: "12 C.F.R. § 615.5453"
title: "12"
number: "615.5453"
heading: "Law governing other interests."
url: "https://uscodex.org/cfr/12/615.5453"
---

# §615.5453. Law governing other interests.

- (a) To the extent not inconsistent with these regulations, the law (not including the conflict-of-law rules) of a securities intermediary's jurisdiction governs:
  - (1) The 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;
  - (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; and
  - (5) Except as otherwise provided in [paragraph (c)](#c) of this section, the perfection, effect of perfection or non-perfection and priority of a security interest in a security entitlement.
- (b) **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 specifies that it is governed by the law of a particular jurisdiction, that jurisdiction is the securities intermediary's jurisdiction.
  - (2) If an agreement between the securities intermediary and its entitlement holder does not specify the governing law as provided in [paragraph (b)(1)](#b-1) of this section, but expressly specifies that the securities account is maintained at an office in a particular jurisdiction, that jurisdiction is the securities intermediary's jurisdiction.
  - (3) If an agreement between the securities intermediary and its entitlement holder does not specify a jurisdiction as provided in paragraph [(b)(1)](#b-1) or [(b)(2)](#b-2) of this section, the securities intermediary's jurisdiction is the jurisdiction in which is located the office identified in an account statement as the office serving the entitlement holder's account.
  - (4) If an agreement between the securities intermediary and its entitlement holder does not specify a jurisdiction as provided in paragraph [(b)(1)](#b-1) or [(b)(2)](#b-2) of this section and an account statement does not identify an office serving the entitlement holder's account as provided in [paragraph (b)(3)](#b-3) of this section, the securities intermediary's jurisdiction is the jurisdiction in which is located the chief executive office of the securities intermediary.
- (c) Notwithstanding the general rule in [paragraph (a)(5)](#a-5) of this section, the law (but not the conflict-of-law rules) of the jurisdiction in which the person creating a security interest is located governs whether and how the security interest may be perfected automatically or by filing a financing statement.
- (d) If the jurisdiction specified in [paragraph (b)](#b) of this section is a State that has not adopted revised Article 8 (see [31 CFR 357.2](/cfr/31/357.2.md)), then the law for the matters specified in [paragraph (a)](#a) of this section shall be the law of that State as though revised Article 8 had been adopted by that State. For purposes of the application of the matters specified in [paragraph (a)](#a) of this section, the Federal Reserve Bank maintaining the securities account is a clearing corporation, and the participant's interest in a book-entry security is a security entitlement.

## Notes

### Source

Source: 61 FR 67192, Dec. 20, 1996, unless otherwise noted.

### Authority

Authority: Secs. 1.5, 1.7, 1.10, 1.11, 1.12, 2.2, 2.3, 2.4, 2.5, 2.12, 3.1, 3.7, 3.11, 3.25, 4.3, 4.3A, 4.9, 4.14B, 4.25, 5.9, 5.17, 8.0, 8.3, 8.4, 8.6, 8.8, 8.10, 8.12 of the Farm Credit Act (12 U.S.C. 2013, 2015, 2018, 2019, 2020, 2073, 2074, 2075, 2076, 2093, 2122, 2128, 2132, 2146, 2154, 2154a, 2160, 2202b, 2211, 2243, 2252, 2279aa, 2279aa-3, 2279aa-4, 2279aa-6, 2279aa-8, 2279aa-10, 2279aa-12); sec. 301(a), Pub. L. 100-233, 101 Stat. 1568, 1608, as amended by sec. 301(a), Pub. L. 103-399, 102 Stat 989, 993 (12 U.S.C. 2154 note); sec. 939A, Pub. L. 111-203, 124 Stat. 1326, 1887 (15 U.S.C. 78o-7 note).