678.5111 – Priority among security interests and entitlement holders.
678.5111 Priority among security interests and entitlement holders.— (1) Except as otherwise provided in subsections (2) and (3), if a securities intermediary does not have sufficient interests in a particular financial asset to satisfy both its obligations to entitlement holders who have security entitlements to that financial asset and its obligation to a creditor of the securities […]
678.2041 – Effect of issuer’s restriction on transfer.
678.2041 Effect of issuer’s restriction on transfer.—A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless: (1) The security is certificated and the restriction is noted conspicuously on the security certificate; or (2) The security is uncertificated and the registered owner has […]
678.2051 – Effect of unauthorized signature on security certificate.
678.2051 Effect of unauthorized signature on security certificate.—An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been […]
678.2061 – Completion or alteration of security certificate.
678.2061 Completion or alteration of security certificate.— (1) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect: (a) Any person may complete it by filling in the blanks as authorized; and (b) Even if the blanks are incorrectly filled in, the security certificate as completed is enforceable by […]
678.2071 – Rights and duties of issuer with respect to registered owners.
678.2071 Rights and duties of issuer with respect to registered owners.— (1) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an uncertificated security, the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, receive notifications, […]
678.2081 – Effect of signature of authenticating trustee, registrar, or transfer agent.
678.2081 Effect of signature of authenticating trustee, registrar, or transfer agent.— (1) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of a particular defect, that: (a) The certificate is genuine. (b) The person’s own participation in […]
678.2091 – Issuer’s lien.
678.2091 Issuer’s lien.—A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate. History.—s. 2, ch. 98-11.
678.2101 – Overissue.
678.2101 Overissue.— (1) In this section, “overissue” means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue. (2) Except as otherwise provided in subsections (3) and (4), the provisions of this chapter which validate a security or compel […]
678.3011 – Delivery.
678.3011 Delivery.— (1) Delivery of a certificated security to a purchaser occurs when: (a) The purchaser acquires possession of the security certificate; (b) Another person, other than a securities intermediary, either acquires possession of the security certificate on behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges that it holds for the purchaser; or (c) A […]
678.3021 – Rights of purchaser.
678.3021 Rights of purchaser.— (1) Except as otherwise provided in subsections (2) and (3), a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer. (2) A purchaser of a limited interest acquires rights only to the extent of the interest purchased. (3) A purchaser of a […]