Applicability

The validity of a security and the rights and duties of the issuer with respect to registration of transfer are governed by the law (including the conflict of laws rules) of the jurisdiction of organization of the issuer. COMMENT: Section 8106 is identical to Section 8-106 of the Uniform Commercial Code. See 1972 Official Text of the Uniform Commercial Code and Official Comment thereto. Under the California variation the liability of an issuer for refusal to register a transfer might be governed by the Law of the state of organization while its liability for an improper registration would be governed by the law of California. No reason to preserve this anomaly appears here.