US Lawyer Database

§ 8.8A-405. Replacement of lost, destroyed or wrongfully taken security certificate

(a) If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed, or wrongfully taken, the issuer shall issue a new certificate if the owner: (1) so requests before the issuer has notice that the certificate has been acquired by a protected purchaser; (2) files […]

§ 8.8A-407. Authenticating trustee, transfer agent, and registrar

A person acting as authenticating trustee, transfer agent, registrar, or other agent for an issuer in the registration of a transfer of its securities, in the issue of new security certificates or uncertificated securities, or in the cancellation of surrendered security certificates has the same obligation to the holder or owner of a certificated or […]

§ 8.8A-502. Assertion of adverse claim against entitlement holder

An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against a person who acquires a security entitlement under § 8.8A-501 for value and without notice of the adverse claim. 1996, c. 216.

§ 8.8A-307. Purchaser’s right to requisites for registration of transfer

Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the transfer of the security, but if the transfer is not for value, a transferor need not comply unless the purchaser pays the necessary […]

§ 8.8A-401. Duty of issuer to register transfer

(a) If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if: (1) under the terms of the security the person […]

§ 8.8A-402. Assurance that endorsement or instruction is effective

(a) An issuer may require the following assurance that each necessary endorsement or each instruction is genuine and authorized: (1) in all cases, a guaranty of the signature of the person making an endorsement or originating an instruction including, in the case of an instruction, reasonable assurance of identity; (2) if the endorsement is made […]

§ 8.8A-403. Demand that issuer not register transfer

(a) A person who is an appropriate person to make an endorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the registered owner and the issue of which the security is a part and provides an address for communications […]

§ 8.8A-404. Wrongful registration

(a) Except as otherwise provided in § 8.8A-406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered: (1) pursuant to an ineffective endorsement or instruction; (2) after a demand that the issuer not […]