§12A-8-406. Authenticating Trustee, Transfer Agent, and Registrar.
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 […]
§12A-8-501. Securities Account; Acquisition of Security Entitlement from Securities Intermediary.
Securities Account; Acquisition of Security Entitlement from Securities Intermediary. (a) “Securities account” means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintaining the account undertakes to treat the person for whom the account is maintained as entitled to exercise the rights that […]
§12A-8-502. Assertion of Adverse Claim Against Entitlement Holder.
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 Section 8-501 of this title for value and without notice of the […]
§12A-8-503. Property Interest of Entitlement Holder in Financial Asset Held by Securities Intermediary.
Property Interest of Entitlement Holder in Financial Asset Held by Securities Intermediary. (a) To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in that financial asset held by the securities intermediary are held by the securities intermediary for the entitlement holders, are […]
§12A-8-504. Duty of Securities Intermediary to Maintain Financial Asset.
Duty of Securities Intermediary to Maintain Financial Asset. (a) A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements it has established in favor of its entitlement holders with respect to that financial asset. The securities intermediary may maintain those financial assets […]
§12A-8-505. Duty of Securities Intermediary with Respect to Payments and Distributions.
Duty of Securities Intermediary with Respect to Payments and Distributions. (a) A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary satisfies the duty if: (1)the securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and […]
§12A-8-304. Indorsement.
Indorsement. (a) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a special indorsement. (b) An indorsement purporting to be […]
§12A-8-115. Securities Intermediary and Others Not Liable to Adverse Claimant.
Securities Intermediary and Others Not Liable to Adverse Claimant. A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an […]
§12A-8-305. Instruction.
Instruction. (a) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly. (b) Unless otherwise agreed, a person initiating an instruction assumes only the obligations […]
§12A-8-116. Securities Intermediary as Purchaser for Value.
Securities Intermediary as Purchaser for Value. A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities intermediary that acquires a security entitlement to a financial asset from another securities intermediary acquires […]