SB308: Bill Text

SB308,35,8 408.306 Effect of guaranteeing signature, endorsement or instruction. (1) A person who guarantees a signature of an endorser of a security certificate warrants that at the time of signing:

SB308,35,9 (a) The signature was genuine;

SB308,35,12 (b) The signer was an appropriate person to endorse, or, if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person; and

SB308,35,13 (c) The signer had legal capacity to sign.

SB308,35,15 (2) A person who guarantees a signature of the originator of an instruction warrants that at the time of signing:

SB308,35,16 (a) The signature was genuine;

SB308,35,21 (b) The signer was an appropriate person to originate the instruction, or, if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person, if the person specified in the instruction as the registered owner was, in fact, the registered owner, as to which fact the signature guarantor does not make a warranty; and

SB308,35,22 (c) The signer had legal capacity to sign.

SB308,35,25 (3) A person who specially guarantees the signature of an originator of an instruction makes the warranties of a signature guarantor under sub. (2) and also warrants that at the time the instruction is presented to the issuer:

SB308,36,2 (a) The person specified in the instruction as the registered owner of the uncertificated security will be the registered owner; and

SB308,36,5 (b) The transfer 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.

SB308,36,7 (4) A guarantor under subs. (1) and (2) or a special guarantor under sub. (3) does not otherwise warrant the rightfulness of the transfer.

SB308,36,10 (5) A person who guarantees an endorsement of a security certificate makes the warranties of a signature guarantor under sub. (1) and also warrants the rightfulness of the transfer in all respects.

SB308,36,13 (6) A person who guarantees an instruction requesting the transfer of an uncertificated security makes the warranties of a special signature guarantor under sub. (3) and also warrants the rightfulness of the transfer in all respects.

SB308,36,15 (7) An issuer may not require a special guaranty of signature, a guaranty of endorsement or a guaranty of instruction as a condition to registration of transfer.

SB308,36,21 (8) The warranties under this section are made to a person taking or dealing with the security in reliance on the guaranty, and the guarantor is liable to the person for loss resulting from their breach. An endorser or originator of an instruction whose signature, endorsement or instruction has been guaranteed is liable to a guarantor for any loss suffered by the guarantor as a result of breach of the warranties of the guarantor.

SB308,37,3 408.307 Purchaser's right to requisites for registration of transfer. Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the transfer of the security, but if the transfer is not for value, a transferor need not comply unless the purchaser pays the necessary expenses. If the transferor fails within a reasonable time to comply with the demand, the purchaser may reject or rescind the transfer.

SB308,37,4 Subchapter IV

SB308,37,5 Registration

SB308,37,9 408.401 Duty of issuer to register transfer. (1) If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if:

SB308,37,11 (a) Under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;

SB308,37,13 (b) The endorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;

SB308,37,15 (c) Reasonable assurance is given that the endorsement or instruction is genuine and authorized under s. 408.402;

SB308,37,16 (d) Any applicable law relating to the collection of taxes has been complied with;

SB308,37,18 (e) The transfer does not violate any restriction on transfer imposed by the issuer in accordance with s. 408.204;

SB308,37,21 (f) A demand that the issuer not register transfer has not become effective under s. 408.403, or the issuer has complied with s. 408.403 (2) but no legal process or indemnity bond is obtained as provided in s. 408.403 (4); and

SB308,37,22 (g) The transfer is in fact rightful or is to a protected purchaser.

SB308,38,2 (2) If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person's principal for loss resulting from unreasonable delay in registration or failure or refusal to register the transfer.

SB308,38,3 408.402 Assurance that endorsement or instruction is effective.

SB308,38,4 (1) In this section:

SB308,38,7 (a) "Guaranty of the signature" means a guaranty signed by or on behalf of a person reasonably believed by the issuer to be responsible. An issuer may adopt standards with respect to responsibility if they are not manifestly unreasonable.

SB308,38,8 (b) "Appropriate evidence of appointment or incumbency" means:

SB308,38,11 1. In the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of the court or an officer thereof and dated within 60 days before the date of presentation for transfer; or

SB308,38,15 2. In any other case, a copy of a document showing the appointment or a certificate issued by or on behalf of a person reasonably believed by an issuer to be responsible or, in the absence of that document or certificate, other evidence that the issuer reasonably considers appropriate.

SB308,38,17 (1m) An issuer may require the following assurance that each necessary endorsement or each instruction is genuine and authorized:

SB308,38,20 (a) In all cases, a guaranty of the signature of the person making an endorsement or originating an instruction including, in the case of an instruction, reasonable assurance of identity;

SB308,38,22 (b) If the endorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign;

SB308,38,25 (c) If the endorsement is made or the instruction is originated by a fiduciary pursuant to s. 408.107 (1) (d) or (e), appropriate evidence of appointment or incumbency;

SB308,39,2 (d) If there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and

SB308,39,5 (e) If the endorsement is made or the instruction is originated by a person not covered by another provision of this subsection, assurance appropriate to the case corresponding as nearly as may be to the provisions of this subsection.

SB308,39,7 (2) An issuer may elect to require reasonable assurance beyond that specified in this section.

SB308,39,14 408.403 Demand that issuer not register transfer. (1) A person who is an appropriate person to make an endorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the registered owner and the issue of which the security is a part and provides an address for communications directed to the person making the demand. The demand is effective only if it is received by the issuer at a time and in a manner affording the issuer reasonable opportunity to act on it.

SB308,39,22 (2) If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security after a demand that the issuer not register transfer has become effective, the issuer shall promptly communicate to the person who initiated the demand at the address provided in the demand and to the person who presented the security for registration of transfer or initiated the instruction requesting registration of transfer, a notification stating that:

SB308,39,25 (a) The certificated security has been presented for registration of transfer or the instruction for registration of transfer of the uncertificated security has been received;

SB308,40,2 (b) A demand that the issuer not register transfer had previously been received; and

SB308,40,5 (c) The issuer will withhold registration of transfer for a period of time stated in the notification in order to provide the person who initiated the demand an opportunity to obtain legal process or an indemnity bond.

SB308,40,8 (3) The period described in sub. (2) (c) may not exceed 30 days after the date of communication of the notification. A shorter period may be specified by the issuer if it is not manifestly unreasonable.

SB308,40,13 (4) An issuer is not liable to a person who initiated a demand that the issuer not register transfer for any loss the person suffers as a result of registration of a transfer pursuant to an effective endorsement or instruction if the person who initiated the demand does not, within the time stated in the issuer's communication, either:

SB308,40,16 (a) Obtain an appropriate restraining order, injunction or other process from a court of competent jurisdiction enjoining the issuer from registering the transfer; or

SB308,40,19 (b) File with the issuer an indemnity bond, sufficient in the issuer's judgment to protect the issuer and any transfer agent, registrar or other agent of the issuer involved from any loss it or they may suffer by refusing to register the transfer.

SB308,40,21 (5) This section does not relieve an issuer from liability for registering transfer pursuant to an endorsement or instruction that was not effective.

SB308,40,25 408.404 Wrongful registration. (1) Except as otherwise provided in s. 408.406, 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:

SB308,41,1 (a) Pursuant to an ineffective endorsement or instruction;

SB308,41,3 (b) After a demand that the issuer not register transfer became effective under s. 408.403 (1) and the issuer did not comply with s. 408.403 (2);

SB308,41,7 (c) 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

SB308,41,8 (d) By an issuer acting in collusion with the wrongdoer.

SB308,41,13 (2) An issuer that is liable for wrongful registration of transfer under sub. (1) 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 s. 408.210.

SB308,41,17 (3) Except as otherwise provided in sub. (1) 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 endorsement or instruction.

SB308,41,21 408.405 Replacement of lost, destroyed or wrongfully taken security certificate. (1) If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed or wrongfully taken, the issuer shall issue a new certificate if the owner:

SB308,41,23 (a) So requests before the issuer has notice that the certificate has been acquired by a protected purchaser;

SB308,41,24 (b) Files with the issuer a sufficient indemnity bond; and

SB308,41,25 (c) Satisfies other reasonable requirements imposed by the issuer.

SB308,42,6 (2) If, after the issue of a new security certificate, a protected purchaser of the original certificate presents it for registration of transfer, the issuer shall register the transfer unless an overissue would result. In that case, the issuer's liability is governed by s. 408.210. In addition to any rights on the indemnity bond, an issuer may recover the new certificate from a person to whom it was issued or any person taking under that person, except a protected purchaser.

SB308,42,13 408.406 Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate. If a security certificate has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the issuer of that fact within a reasonable time after the owner has notice of it and the issuer registers a transfer of the security before receiving notification, the owner may not assert against the issuer a claim for registering the transfer under s. 408.404 or a claim to a new security certificate under s. 408.405.

SB308,42,20 408.407 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 or owner of a certificated or uncertificated security with regard to the particular functions performed as the issuer has in regard to those functions.

SB308,42,21 SUBCHAPTER V

SB308,42,22 SECURITY ENTITLEMENTS

SB308,43,3 408.501 Securities account; acquisition of security entitlement from securities intermediary. (1) In this chapter, "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 comprise the financial asset.

SB308,43,5 (2) Except as otherwise provided in subs. (4) and (5), a person acquires a security entitlement if a securities intermediary:

SB308,43,7 (a) Indicates by book entry that a financial asset has been credited to the person's securities account;

SB308,43,10 (b) Receives a financial asset from the person or acquires a financial asset for the person and, in either case, accepts it for credit to the person's securities account; or

SB308,43,12 (c) Becomes obligated under other law, regulation or rule to credit a financial asset to the person's securities account.

SB308,43,14 (3) If a condition of sub. (2) has been met, a person has a security entitlement even though the securities intermediary does not itself hold the financial asset.

SB308,43,20 (4) If a securities intermediary holds a financial asset for another person, and the financial asset is registered in the name of, payable to the order of, or specially endorsed to the other person, and has not been endorsed to the securities intermediary or in blank, the other person is treated as holding the financial asset directly rather than as having a security entitlement with respect to the financial asset.

SB308,43,21 (5) Issuance of a security is not establishment of a security entitlement.

SB308,44,2 408.502 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 s. 408.501 for value and without notice of the adverse claim.

SB308,44,9 408.503 Property interest of entitlement holder in financial asset held by securities intermediary. (1) 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 not property of the securities intermediary, and are not subject to claims of creditors of the securities intermediary, except as otherwise provided in s. 408.511.

SB308,44,14 (2) An entitlement holder's property interest with respect to a particular financial asset under sub. (1) is a prorated property interest in all interests in that financial asset held by the securities intermediary, without regard to the time the entitlement holder acquired the security entitlement or the time the securities intermediary acquired the interest in that financial asset.

SB308,44,17 (3) An entitlement holder's property interest with respect to a particular financial asset under sub. (1) may be enforced against the securities intermediary only by exercise of the entitlement holder's rights under ss. 408.505 to 408.508.

SB308,44,20 (4) (a) An entitlement holder's property interest with respect to a particular financial asset under sub. (1) may be enforced against a purchaser of the financial asset or interest therein only if:

SB308,44,22 1. Insolvency proceedings have been initiated by or against the securities intermediary;

SB308,44,25 2. The securities intermediary does not have sufficient interests in the financial asset to satisfy the security entitlements of all of its entitlement holders to that financial asset;

SB308,45,2 3. The securities intermediary violated its obligations under s. 408.504 by transferring the financial asset or interest therein to the purchaser; and

SB308,45,3 4. The purchaser is not protected under sub. (5).

SB308,45,9 (b) The trustee or other liquidator, acting on behalf of all entitlement holders having security entitlements with respect to a particular financial asset, may recover the financial asset, or interest therein, from the purchaser. If the trustee or other liquidator elects not to pursue that right, an entitlement holder whose security entitlement remains unsatisfied has the right to recover its interest in the financial asset from the purchaser.

SB308,45,15 (5) An action based on the entitlement holder's property interest with respect to a particular financial asset under sub. (1), whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against any purchaser of a financial asset or interest therein who gives value, obtains control, and does not act in collusion with the securities intermediary in violating the securities intermediary's obligations under s. 408.504.

SB308,45,21 408.504 Duty of securities intermediary to maintain financial asset. (1) 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 directly or through one or more other securities intermediaries.

SB308,45,24 (2) Except to the extent otherwise agreed by its entitlement holder, a securities intermediary may not grant any security interests in a financial asset it is obligated to maintain pursuant to sub. (1).

SB308,45,25 (3) A securities intermediary satisfies the duty in sub. (1) if: