408.306(2)
(2) A person by transferring a certificated security to a purchaser for value warrants only that:
408.306(2)(b)
(b) The security is genuine and has not been materially altered; and
408.306(2)(c)
(c) He or she knows of no fact which might impair the validity of the security.
408.306(3)
(3) If a certificated security is delivered by an intermediary known to be entrusted with delivery of the security on behalf of another or with collection of a draft or other claim against delivery, the intermediary by delivery warrants only his or her own good faith and authority even though he or she has purchased or made advances against the claim to be collected against the delivery.
408.306(4)
(4) A pledgee or other holder for security who redelivers a certificated security received, or after payment and on order of the debtor delivers that security to a 3rd person, makes only the warranties of an intermediary under
sub. (3).
408.306(5)
(5) A person who originates an instruction warrants to the issuer that:
408.306(5)(a)
(a) He or she is an appropriate person to originate the instruction; and
408.306(5)(b)
(b) At the time the instruction is presented to the issuer he or she will be entitled to the registration of transfer, pledge or release.
408.306(6)
(6) A person who originates an instruction warrants to any person specially guaranteeing his or her signature (
s. 408.312 (3)) that:
408.306(6)(a)
(a) He or she is an appropriate person to originate the instruction; and
408.306(6)(b)
(b) At the time the instruction is presented to the issuer:
408.306(6)(b)1.
1. He or she will be entitled to the registration of transfer, pledge or release; and
408.306(6)(b)2.
2. The transfer, pledge or release requested in the instruction will be registered by the issuer free from all liens, security interests, restrictions and claims other than those specified in the instruction.
408.306(7)
(7) A person who originates an instruction warrants to a purchaser for value and to any person guaranteeing the instruction (
s. 408.312 (6)) that:
408.306(7)(a)
(a) He or she is an appropriate person to originate the instruction;
408.306(7)(b)
(b) The uncertificated security referred to therein is valid; and
408.306(7)(c)
(c) At the time the instruction is presented to the issuer:
408.306(7)(c)1.
1. The transferor will be entitled to the registration of transfer, pledge or release;
408.306(7)(c)2.
2. The transfer, pledge or release requested in the instruction will be registered by the issuer free from all liens, security interests, restrictions and claims other than those specified in the instruction; and
408.306(7)(c)3.
3. The requested transfer, pledge or release will be rightful.
408.306(8)
(8) If a secured party is the registered pledgee or the registered owner of an uncertificated security, a person who originates an instruction of release or transfer to the debtor or, after payment and on order of the debtor, a transfer instruction to a 3rd person, warrants to the debtor or the 3rd person only that he or she is an appropriate person to originate the instruction and at the time the instruction is presented to the issuer, the transferor will be entitled to the registration of release or transfer. If a transfer instruction to a 3rd person who is a purchaser for value is originated on order of the debtor, the debtor makes to the purchaser the warranties of
sub. (7) (b) and
(c) 2. and
3.
408.306(9)
(9) A person who transfers an uncertificated security to a purchaser for value and does not originate an instruction in connection with the transfer warrants only that:
408.306(9)(a)
(a) His or her transfer is effective and rightful; and
408.306(10)
(10) A broker gives to his or her customer and to the issuer and a purchaser the applicable warranties provided in this section and has the rights and privileges of a purchaser under this section. The warranties of and in favor of the broker acting as an agent are in addition to applicable warranties given by and in favor of his or her customer.
408.306 History
History: 1985 a. 237.
408.307
408.307
Effect of delivery without endorsement; right to compel endorsement. If a certificated security in registered form has been delivered to a purchaser without a necessary endorsement he or she may become a bona fide purchaser only as of the time the endorsement is supplied; but against the transferor, the transfer is complete upon delivery and the purchaser has a specifically enforceable right to have any necessary endorsement supplied.
408.307 History
History: 1985 a. 237.
408.308
408.308
Endorsements; instructions. 408.308(1)
(1) An endorsement of a certificated security in registered form is made when an appropriate person signs on it or on a separate document an assignment or transfer of the security or a power to assign or transfer it or his or her signature is written without more upon the back of the security.
408.308(2)
(2) An endorsement may be in blank or special. An endorsement in blank includes an endorsement to bearer. A special endorsement specifies to whom the security is to be transferred, or who has power to transfer it. A holder may convert a blank endorsement into a special endorsement.
408.308(3)
(3) An endorsement purporting to be only of part of a certificated security representing units intended by the issuer to be separately transferable is effective to the extent of the endorsement.
408.308(4)
(4) An "instruction" is an order to the issuer of an uncertificated security requesting that the transfer, pledge or release from pledge of the uncertificated security specified therein be registered.
408.308(5)(a)(a) An instruction originated by an appropriate person is:
408.308(5)(a)2.
2. A communication to the issuer in any form agreed upon in a writing signed by the issuer and an appropriate person.
408.308(5)(b)
(b) 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.
408.308(6)
(6) "An appropriate person" in
sub. (1) means the person specified by the certificated security or by special endorsement to be entitled to the security.
408.308(7)(a)
(a) For an instruction to transfer or pledge an uncertificated security which is then not subject to a registered pledge, the registered owner; or
408.308(7)(b)
(b) For an instruction to transfer or release an uncertificated security which is then subject to a registered pledge, the registered pledgee.
408.308(8)
(8) In addition to the persons designated in
subs. (6) and
(7), "an appropriate person" in
subs. (1) and
(5) includes:
408.308(8)(a)
(a) If the person designated is described as a fiduciary but is no longer serving in the described capacity, then either that person or his or her successor.
408.308(8)(b)
(b) If the persons designated are described as more than one person as fiduciaries and one or more are no longer serving in the described capacity, then the remaining fiduciary or fiduciaries, whether or not a successor has been appointed or qualified.
408.308(8)(c)
(c) If the person designated is an individual and is without capacity to act by virtue of death, incompetence, infancy or otherwise, then his or her executor, administrator, guardian or like fiduciary.
408.308(8)(d)
(d) If the persons designated are described as more than one person as tenants by the entirety or with right of survivorship and by reason of death all cannot sign, then the survivor or survivors.
408.308(8)(e)
(e) A person having power to sign under applicable law or controlling instrument.
408.308(8)(f)
(f) To the extent that the person designated or any of the foregoing persons may act through an agent, — his or her authorized agent.
408.308(9)
(9) Unless otherwise agreed, the endorser of a certificated security or the originator of an instruction by his or her origination by his or her endorsement assumes no obligation that the security will be honored by the issuer but only the obligations provided by
s. 408.306.
408.308(10)
(10) Whether the person signing is appropriate is determined as of the date of signing and an endorsement made by or an instruction originated by him or her does not become unauthorized for the purposes of this chapter by virtue of any subsequent change of circumstances.
408.308(11)
(11) Failure of a fiduciary to comply with a controlling instrument or with the law of the state having jurisdiction of the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of the transfer, pledge or release, does not render his or her endorsement or an instruction originated by him or her unauthorized for the purposes of this chapter.
408.308 History
History: 1985 a. 237.
408.309
408.309
Effect of endorsement without delivery. An endorsement of a certificated security whether special or in blank does not constitute a transfer until delivery of the certificated security on which it appears or if the endorsement is on a separate document, until delivery of both the document and the certificated security.
408.309 History
History: 1985 a. 237.
408.310
408.310
Endorsement of certificated security in bearer form. An endorsement of a certificated security in bearer form may give notice of adverse claims (
s. 408.304) but does not otherwise affect any right to registration the holder possesses.
408.310 History
History: 1985 a. 237.
408.311
408.311
Effect of unauthorized endorsement or instruction. Unless the owner or pledgee has ratified an unauthorized endorsement or instruction or is otherwise precluded from asserting its ineffectiveness:
408.311(1)
(1) He or she may assert its ineffectiveness against the issuer or any purchaser other than a purchaser for value and without notice of adverse claims, who has in good faith received a new, reissued or reregistered certificated security on registration of transfer or received an initial transaction statement confirming the registration of transfer, pledge or release of an equivalent uncertificated security to him or her; and
408.311(2)
(2) An issuer who registers the transfer of a certificated security upon the unauthorized endorsement or who registers the transfer, pledge or release of an uncertificated security upon the unauthorized instruction is subject to liability for improper registration (
s. 408.404).
408.311 History
History: 1985 a. 237.
408.312
408.312
Effect of guaranteeing signature, endorsement or instruction. 408.312(1)(a)(a) Any person guaranteeing a signature of an endorser of a certificated security warrants that at the time of signing:
408.312(2)
(2) Any person guaranteeing a signature of the originator of an instruction warrants that at the time of signing:
408.312(2)(b)
(b) The signer was an appropriate person to originate the instruction (
s. 408.308) if the person specified in the instruction as the registered owner or registered pledgee of the uncertificated security was, in fact, the registered owner or registered pledgee of the security, as to which fact the signature guarantor makes no warranty;
408.312(2)(d)
(d) The taxpayer identification number, if any, appearing on the instruction as that of the registered owner or registered pledgee was the taxpayer identification number of the signer or of the owner or pledgee for whom the signer was acting.
408.312(3)
(3) Any person specially guaranteeing the signature of the originator of an instruction makes not only the warranties of a signature guarantor (
sub. (2)) but also warrants that at the time the instruction is presented to the issuer:
408.312(3)(a)
(a) The person specified in the instruction as the registered owner or registered pledgee of the uncertificated security will be the registered owner or registered pledgee; and
408.312(3)(b)
(b) The transfer, pledge or release of the uncertificated security requested in the instruction will be registered by the issuer free from all liens, security interests, restrictions and claims other than those specified in the instruction.
408.312(4)
(4) The guarantor under
subs. (1) and
(2) or the special guarantor under
sub. (3) does not otherwise warrant the rightfulness of the particular transfer, pledge or release.
408.312(5)
(5) Any person guaranteeing an endorsement of a certificated security makes not only the warranties of a signature guarantor under
sub. (1) but also the rightfulness of the particular transfer in all respects.
408.312(6)
(6) Any person guaranteeing an instruction requesting the transfer, pledge or release of an uncertificated security makes not only the warranties of a special signature guarantor under
sub. (3) but also warrants the rightfulness of the particular transfer, pledge or release in all respects.
408.312(7)
(7) No issuer may require a special guarantee of signature (
sub. (3)), a guarantee of endorsement (
sub. (5)), or a guarantee of instruction (
sub. (6)) as a condition to registration of transfer, pledge or release.
408.312(8)
(8) The foregoing warranties are made to any person taking or dealing with the security in reliance on the guarantee and the guarantor is liable to the person for any loss resulting from breach of the warranties.
408.312 History
History: 1985 a. 237.
408.313
408.313
When transfer to purchaser occurs; financial intermediary as bona fide purchaser; "financial intermediary". 408.313(1)(1) Transfer of a security or a limited interest, including a security interest, therein to a purchaser occurs:
408.313(1)(a)
(a) At the time he or she or a person designated by him or her acquires possession of a certificated security;
408.313(1)(b)
(b) At the time the transfer, pledge or release of an uncertificated security is registered to him or her or a person designated by him or her;
408.313(1)(c)
(c) At the time his or her financial intermediary acquires possession of a certificated security specially endorsed to or issued in the name of the purchaser;
408.313(1)(d)
(d) At the time a financial intermediary, not a clearinghouse, sends him or her confirmation of the purchase and also by book entry or otherwise identifies as belonging to the purchaser:
408.313(1)(d)1.
1. A specific certificated security in the financial intermediary's possession;
