LD 2245
pg. 129
Page 128 of 493 An Act to Adopt the Model Revised Article 9 Secured Transactions Page 130 of 493
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LR 1087
Item 1

 
Example 1: A customer residing in New Jersey maintains a
securities account with Able & Co. The agreement between the
customer and Able specifies that it is governed by Pennsylvania law
but expressly provides that the law of California is Able's
jurisdiction for purposes of the Uniform Commercial Code. Through
the account the customer holds securities of a Massachusetts
corporation, which Able holds through a clearing corporation
located in New York. The customer obtains a margin loan from Able.
Subsection (a)(3) [Maine cite subsection (1), paragraph (c)]
provides that California law--the law of the securities
intermediary's jurisdiction--governs perfection and priority of the
security interest, even if California has no other relationship to
the parties or the transaction.

 
Example 2: A customer residing in New Jersey maintains a
securities account with Able & Co. The agreement between the
customer and Able specifies that it is governed by Pennsylvania
law. Through the account the customer holds securities of a
Massachusetts corporation, which Able holds through a clearing
corporation located in New York. The customer obtains a loan
from a lender located in Illinois. The lender takes a security
interest and perfects by obtaining an agreement among the debtor,
itself, and Able, which satisfies the requirement of Section 8-
106(d)(2) to give the lender control. Subsection (a)(3) [Maine
cite subsection (1), paragraph (c)] provides that Pennsylvania
law--the law of the securities intermediary's jurisdiction--
governs perfection and priority of the security interest, even if
Pennsylvania has no other relationship to the parties or the
transaction.

 
Example 3: A customer residing in New Jersey maintains a
securities account with Able & Co. The agreement between the
customer and Able specifies that it is governed by Pennsylvania
law. Through the account, the customer holds securities of a
Massachusetts corporation, which Able holds through a clearing
corporation located in New York. The customer borrows from SP-1,
and SP-1 files a financing statement in New Jersey. Later, the
customer obtains a loan from SP-2. SP-2 takes a security
interest and perfects by obtaining an agreement among the debtor,
itself, and Able, which satisfies the requirement of Section 8-
106(d)(2) to give the SP-2 control. Subsection (c) [Maine cite
subsection (3)] provides that perfection of SP-1's security
interest by filing is governed by the location of the debtor, so
the filing in New Jersey was appropriate. Subsection (a)(3)
[Maine cite subsection (1), paragraph (c)], however, provides
that Pennsylvania law--the law of the securities intermediary's
jurisdiction--governs all other questions of perfection and
priority. Thus, Pennsylvania law governs perfection of SP-2's


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