SB308,53,128
409.105
(1) (i) "Instrument" means a negotiable instrument as defined in s.
9403.104
or a certificated security as defined in s. 408.102 or any other writing which
10evidences a right to the payment of money and is not itself a security agreement or
11lease and is of a type which is in ordinary course of business transferred by delivery
12with any necessary endorsement or assignment.
SB308, s. 12
13Section
12. 409.105 (2) (an) of the statutes is created to read:
SB308,53,1414
409.105
(2) (an) "Commodity contract" — s. 409.115 (1) (b).
SB308, s. 13
15Section
13. 409.105 (2) (ap) of the statutes is created to read:
SB308,53,1616
409.105
(2) (ap) "Commodity customer" — s. 409.115 (1) (c).
SB308, s. 14
17Section
14. 409.105 (2) (aq) of the statutes is created to read:
SB308,53,1818
409.105
(2) (aq) "Commodity intermediary" — s. 409.115 (1) (d).
SB308, s. 15
19Section
15. 409.105 (2) (cb) of the statutes is created to read:
SB308,53,2020
409.105
(2) (cb) "Control" — s. 409.115 (1) (e).
SB308, s. 16
21Section
16. 409.105 (2) (gm) of the statutes is created to read:
SB308,53,2222
409.105
(2) (gm) "Investment property" — s. 409.115 (1) (f).
SB308, s. 17
23Section
17. 409.105 (3) (a) of the statutes is renumbered 409.105 (3) (am).
SB308, s. 18
24Section
18. 409.105 (3) (ac) of the statutes is created to read:
SB308,53,2525
409.105
(3) (ac) "Broker" — s. 408.102 (1) (c).
SB308, s. 19
1Section
19. 409.105 (3) (ag) of the statutes is created to read:
SB308,54,22
409.105
(3) (ag) "Certificated security" — s. 408.102 (1) (d).
SB308, s. 20
3Section
20. 409.105 (3) (as) of the statutes is created to read:
SB308,54,44
409.105
(3) (as) "Clearing corporation" — s. 408.102 (1) (e).
SB308, s. 21
5Section
21. 409.105 (3) (bh) of the statutes is created to read:
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409.105
(3) (bh) "Delivery" — s. 408.301.
SB308, s. 22
7Section
22. 409.105 (3) (bp) of the statutes is created to read:
SB308,54,88
409.105
(3) (bp) "Entitlement holder" — s. 408.102 (1) (g).
SB308, s. 23
9Section
23. 409.105 (3) (bt) of the statutes is created to read:
SB308,54,1010
409.105
(3) (bt) "Financial asset" — s. 408.102 (1) (i).
SB308, s. 24
11Section
24. 409.105 (3) (f) of the statutes is created to read:
SB308,54,1212
409.105
(3) (f) "Securities intermediary" — s. 408.102 (1) (n).
SB308, s. 25
13Section
25. 409.105 (3) (g) of the statutes is created to read:
SB308,54,1414
409.105
(3) (g) "Security" — s. 408.102 (1) (o).
SB308, s. 26
15Section
26. 409.105 (3) (h) of the statutes is created to read:
SB308,54,1616
409.105
(3) (h) "Security certificate" — s. 408.102 (1) (p).
SB308, s. 27
17Section
27. 409.105 (3) (i) of the statutes is created to read:
SB308,54,1818
409.105
(3) (i) "Security entitlement" — s. 408.102 (1) (q).
SB308, s. 28
19Section
28. 409.105 (3) (j) of the statutes is created to read:
SB308,54,2020
409.105
(3) (j) "Uncertificated security" — s. 408.102 (1) (r).
SB308, s. 29
21Section
29. 409.106 of the statutes is amended to read:
SB308,55,4
22409.106 Definitions: "account"; "general intangibles". "Account" means
23any right to payment for goods sold or leased or for services rendered which is not
24evidenced by an instrument or chattel paper, whether or not it has been earned by
25performance. "General intangibles" means any personal property (including things
1in action) other than goods, accounts, chattel paper, documents, instruments
,
2investment property and money. All rights to payment earned or unearned under
3a charter or other contract involving the use or hire of a vessel and all rights incident
4to the charter or contract are accounts.
SB308, s. 30
5Section
30. 409.115 of the statutes is created to read:
SB308,55,6
6409.115 Investment property. (1) In this chapter:
SB308,55,8
7(a) "Commodity account" means an account maintained by a commodity
8intermediary in which a commodity contract is carried for a commodity customer.
SB308,55,119
(b) "Commodity contract" means a commodity futures contract, an option on a
10commodity futures contract, a commodity option or other contract that, in each case,
11is:
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1. Traded on or subject to the rules of a board of trade that has been designated
13as a contract market for such a contract pursuant to the federal commodities laws;
14or
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2. Traded on a foreign commodity board of trade, exchange or market, and is
16carried on the books of a commodity intermediary for a commodity customer.
SB308,55,1817
(c) "Commodity customer" means a person for whom a commodity intermediary
18carries a commodity contract on its books.
SB308,55,1919
(d) "Commodity intermediary" means:
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1. A person who is registered as a futures commission merchant under the
21federal commodities laws; or
SB308,55,2422
2. A person who in the ordinary course of its business provides clearance or
23settlement services for a board of trade that has been designated as a contract
24market pursuant to the federal commodities laws.
SB308,56,11
1(e) "Control" with respect to a certificated security, uncertificated security, or
2security entitlement has the meaning specified in s. 408.106. A secured party has
3control over a commodity contract if, by agreement among the commodity customer,
4the commodity intermediary, and the secured party, the commodity intermediary has
5agreed that it will apply any value distributed on account of the commodity contract
6as directed by the secured party without further consent by the commodity customer.
7If a commodity customer grants a security interest in a commodity contract to its own
8commodity intermediary, the commodity intermediary as secured party has control.
9A secured party has control over a securities account or commodity account if the
10secured party has control over all security entitlements or commodity contracts
11carried in the securities account or commodity account.
SB308,56,1212
(f) "Investment property" means:
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1. A security, whether certificated or uncertificated;
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2. A security entitlement;
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3. A securities account;
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4. A commodity contract; or
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5. A commodity account.
SB308,56,22
18(2) Attachment or perfection of a security interest in a securities account is also
19attachment or perfection of a security interest in all security entitlements carried in
20the securities account. Attachment or perfection of a security interest in a
21commodity account is also attachment or perfection of a security interest in all
22commodity contracts carried in the commodity account.
SB308,57,7
23(3) A description of collateral in a security agreement or financing statement
24is sufficient to create or perfect a security interest in a certificated security,
25uncertificated security, security entitlement, securities account, commodity contract
1or commodity account whether it describes the collateral by those terms, or as
2investment property, or by description of the underlying security, financial asset or
3commodity contract. A description of investment property collateral in a security
4agreement or financing statement is sufficient if it identifies the collateral by specific
5listing, by category, by quantity, by a computational or allocational formula or
6procedure, or by any other method, if the identity of the collateral is objectively
7determinable.
SB308,57,9
8(4) Perfection of a security interest in investment property is governed by the
9following rules:
SB308,57,1010
(a) A security interest in investment property may be perfected by control.
SB308,57,1211
(b) Except as otherwise provided in pars. (c) and (d), a security interest in
12investment property may be perfected by filing.
SB308,57,1713
(c) If the debtor is a broker or securities intermediary, a security interest in
14investment property is perfected when it attaches. The filing of a financing
15statement with respect to a security interest in investment property granted by a
16broker or securities intermediary has no effect for purposes of perfection or priority
17with respect to that security interest.
SB308,57,22
18(d) If a debtor is a commodity intermediary, a security interest in a commodity
19contract or a commodity account is perfected when it attaches. The filing of a
20financing statement with respect to a security interest in a commodity contract or a
21commodity account granted by a commodity intermediary has no effect for purposes
22of perfection or priority with respect to that security interest.
SB308,57,24
23(5) Priority between conflicting security interests in the same investment
24property is governed by the following rules:
SB308,58,3
1(a) A security interest of a secured party who has control over investment
2property has priority over a security interest of a secured party who does not have
3control over the investment property.
SB308,58,54
(b) Except as otherwise provided in pars. (c) and (d), conflicting security
5interests of secured parties each of whom has control rank equally.
SB308,58,96
(c) Except as otherwise agreed by the securities intermediary, a security
7interest in a security entitlement or a securities account granted to the debtor's own
8securities intermediary has priority over any security interest granted by the debtor
9to another secured party.
SB308,58,1310
(d) Except as otherwise agreed by the commodity intermediary, a security
11interest in a commodity contract or a commodity account granted to the debtor's own
12commodity intermediary has priority over any security interest granted by the
13debtor to another secured party.
SB308,58,1514
(e) Conflicting security interests granted by a broker, a securities intermediary
15or a commodity intermediary which are perfected without control rank equally.
SB308,58,1816
(f) In all other cases, priority between conflicting security interests in
17investment property is governed by s. 409.312 (5), (6) and (7). Section 409.312 (4)
18does not apply to investment property.
SB308,58,24
19(6) If a security certificate in registered form is delivered to a secured party
20pursuant to agreement, a written security agreement is not required for attachment
21or enforceability of the security interest, delivery suffices for perfection of the
22security interest, and the security interest has priority over a conflicting security
23interest perfected by means other than control, even if a necessary endorsement is
24lacking.
SB308, s. 31
25Section
31. 409.116 of the statutes is created to read:
SB308,59,9
1409.116 Security interest arising in purchase or delivery of financial
2asset. (1) If a person buys a financial asset through a securities intermediary in a
3transaction in which the buyer is obligated to pay the purchase price to the securities
4intermediary at the time of the purchase, and the securities intermediary credits the
5financial asset to the buyer's securities account before the buyer pays the securities
6intermediary, the securities intermediary has a security interest in the buyer's
7security entitlement securing the buyer's obligation to pay. A security agreement is
8not required for attachment or enforceability of the security interest, and the
9security interest is automatically perfected.
SB308,59,18
10(2) If a certificated security, or other financial asset represented by a writing
11which in the ordinary course of business is transferred by delivery with any
12necessary endorsement or assignment is delivered pursuant to an agreement
13between persons in the business of dealing with such securities or financial assets
14and the agreement calls for delivery rather than payment, the person delivering the
15certificate or other financial asset has a security interest in the certificated security
16or other financial asset securing the seller's right to receive payment. A security
17agreement is not required for attachment or enforceability of the security interest,
18and the security interest is automatically perfected.
SB308, s. 32
19Section
32. 409.203 (1) (intro.) of the statutes is amended to read:
SB308,59,2420
409.203
(1) (intro.) Subject to s. 404.210 on the security interest of a collecting
21bank,
s. 408.321 on security interests in securities
ss. 409.115 and 409.116 on
22security interests in investment property, and s. 409.113 on a security interest
23arising under ch. 402 or 411, a security interest is not enforceable against the debtor
24or 3rd parties with respect to the collateral and does not attach unless:
SB308, s. 33
25Section
33. 409.203 (1) (a) of the statutes is amended to read:
SB308,60,6
1409.203
(1) (a) The collateral is in the possession of the secured party pursuant
2to agreement,
the collateral is investment property and the secured party has control
3pursuant to agreement, or the debtor has signed a security agreement which
4contains a description of the collateral and in addition, when the security interest
5covers crops growing or to be grown or timber to be cut, a description of the land
6concerned;
SB308, s. 34
7Section
34. 409.301 (1) (d) of the statutes is amended to read:
SB308,60,118
409.301
(1) (d) In the case of accounts
and
, general intangibles
, and investment
9property, a person who is not a secured party and who is a transferee to the extent
10that that person gives value without knowledge of the security interest and before
11it is perfected.
SB308, s. 35
12Section
35. 409.302 (1) (b) of the statutes is amended to read:
SB308,60,1513
409.302
(1) (b) A security interest temporarily perfected in instruments
,
14certificated securities, or documents without delivery under s. 409.304 or in proceeds
15for a 10-day period under s. 409.306;
SB308, s. 36
16Section
36. 409.302 (1) (f) of the statutes is amended to read:
SB308,60,1917
409.302
(1) (f) A security interest of a collecting bank (s. 404.210)
or in
18securities (s. 408.321) or arising under ch. 402 or 411 (see s. 409.113) or covered in
19sub. (3);
SB308, s. 37
20Section
37. 409.302 (1) (g) of the statutes is amended to read:
SB308,60,2221
409.302
(1) (g) An assignment for the benefit of all the creditors of the
22transferor, and subsequent transfers by the assignee thereunder
; or
SB308, s. 38
23Section
38. 409.302 (1) (h) of the statutes is repealed and recreated to read:
SB308,60,2524
409.302
(1) (h) A security interest in investment property which is perfected
25without filing under s. 409.115 or 409.116; or
SB308, s. 39
1Section
39. 409.302 (1) (i) of the statutes is created to read:
SB308,61,32
409.302
(1) (i) A security interest created by a master lease entered into by the
3state under s. 16.76 (4).
SB308, s. 40
4Section
40. 409.303 (1) of the statutes is amended to read:
SB308,61,95
409.303
(1) A security interest is perfected when it has attached and when all
6of the applicable steps required for perfection have been taken. Such steps are
7specified in ss.
409.115, 409.302, 409.304, 409.305 and 409.306. If such steps are
8taken before the security interest attaches, it is perfected at the time when it
9attaches.