The preceding discussion has shown the impasse to which the plural connection of the proprietary status of bearer securities leads. A unitary solution to the conflict of laws is desirable. It already exists in the law of registered securities: it is the law of the issuer, which would benefit from being extended to securities registered within a blockchain (Section 1). In fact, a unitary solution already exists for book-entry securities within a chain of intermediaries. This is the law of the securities settlement system, applicable to the proprietary status of securities held by the insolvent participant. It will be shown here that this connecting factor to the law of the securities settlement system should be generalised to all bearer securities registered in the accounts of a central depository (Section 2).

Section 1. THE CONNECTION TO THE LAW OF THE ISSUER OF REGISTERED SECURITIES

The proprietary status of registered securities has always been subject to a single law: the lex societatis. The solution, which originated from academics, nevertheless remains ambiguous today as to the jurisdiction of the lex societatis in the event of dissociation between the place where the register is kept and the registered office of the company. It seems to us that this difficulty can be resolved by relying on the objective of the registered form in French law, which dictates the application of the lex societatis, independently of the location of the possible registrar (§ 1). The appearance of securities registered on a blockchain extends to the possible modes of representation of registered securities, without changing the function assigned to the registered form or the solutions it promotes (§ 2).

§ 1. SOLUTIONS ARISING FROM THE LAW APPLICABLE TO REGISTERED SECURITIES

It has already been observed that French law allows a foreign law to be applied to the form of securities.It was then observed that if the issuer's law is sovereign as to the characterisation of the form it intends to impose on the securities issued by the companies it governs, this sovereignty allows, at least in French law, the election of a third law – that of the negotium – to the form assumed by the claim in question.