(a) Except as otherwise provided in section 490:8-406, 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 indorsement or instruction;
(3) After the issuer had been served with an injunction, restraining order, or other
legal process enjoining it from registering the transfer, issued by a court of competent
jurisdiction, and the issuer had a reasonable opportunity to act on the injunction,
restraining order, or other legal process; or
(4) By an issuer acting in collusion with the wrongdoer.
(b) An issuer that is liable for wrongful registration of transfer under subsection
(a) on demand shall provide the person entitled to the security with a like certificated
or uncertificated security, and any payments or distributions that the person did
not receive as a result of the wrongful registration. If an overissue would result, the issuer's liability to provide the person with a
like security is governed by section 490:8-210.
(c) Except as otherwise provided in subsection (a) or in a law relating to the collection
of taxes, an issuer is not liable to an owner or other person suffering loss as a
result of the registration of a transfer of a security if registration was made pursuant
to an effective indorsement or instruction.
FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.
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