408.104(2)
(2) "Overissue" means the issue of securities in excess of the amount the issuer has corporate power to issue.
408.104 History
History: 1985 a. 237.
408.105
408.105
Certificated securities negotiable; statements and instructions not negotiable; presumptions. 408.105(1)(1) Certificated securities governed by this chapter are negotiable instruments.
408.105(2)
(2) Statements (
s. 408.108), notices, or the like, sent by the issuer of uncertificated securities and instructions (
s. 408.308) are neither negotiable instruments nor certificated securities.
408.105(3)(a)
(a) Unless specifically denied in the manner provided in
s. 891.25, each signature on a certificated security, in a necessary endorsement on an initial transaction statement, or on an instruction, is admitted.
408.105(3)(b)
(b) If the effectiveness of a signature is put in issue the burden of establishing it is on the party claiming under the signature but the signature is presumed to be genuine or authorized.
408.105(3)(c)
(c) If signatures on a certificated security are admitted or established production of the security entitles a holder to recover on it unless the defendant establishes a defense or a defect going to the validity of the security.
408.105(3)(d)
(d) If signatures on an initial transaction statement are admitted or established, the facts stated in the statement are presumed to be true as of the time of its issuance; and
408.105(3)(e)
(e) After it is shown that a defense or defect exists, the plaintiff has the burden of establishing that he or she or some person under whom he or she claims is a person against whom the defense or defect is ineffective (
s. 408.202).
408.105 History
History: 1985 a. 237.
408.106
408.106
Applicability. The law (including conflict of laws rules) of the jurisdiction of organization of the issuer governs the validity of a security, the effectiveness of registration by the issuer and the rights and duties of the issuer with respect to all of the following:
408.106(1)
(1) Registration of transfer of a certificated security.
408.106(2)
(2) Registration of transfer, pledge or release of an uncertificated security.
408.106(3)
(3) Sending of statements of uncertificated securities.
408.106 History
History: 1985 a. 237.
408.107
408.107
Securities transferable; action for price. 408.107(1)(1) Unless otherwise agreed and subject to any applicable law or regulation respecting short sales, a person obligated to transfer securities may transfer any certificated security of the specified issue in bearer form or registered in the name of the transferee, or endorsed to him or her or in blank or he or she may transfer an equivalent uncertificated security to the transferee or a person designated by the transferee.
408.107(2)
(2) If the buyer fails to pay the price as it comes due under a contract of sale the seller may recover the price of:
408.107(2)(b)
(b) Uncertificated securities that have been transferred to the buyer or a person designated by the buyer.
408.107(2)(c)
(c) Other securities if efforts at their resale would be unduly burdensome or if there is no readily available market for their resale.
408.107 History
History: 1985 a. 237.
408.108
408.108
Registration of pledge and release of uncertificated securities. A security interest in an uncertificated security may be evidenced by the registration of pledge to the secured party or a person designated by him or her. There can be no more than one registered pledge of an uncertificated security at any time. The registered owner of an uncertificated security is the person in whose name the security is registered, even if the security is subject to a registered pledge. The rights of a registered pledgee of an uncertificated security under this chapter are terminated by the registration of release.
408.108 History
History: 1985 a. 237.
408.109
408.109
Relationship to other statutes on fiduciary security transfers. If in any respect there is any inconsistency between
s. 112.06 and this chapter,
s. 112.06 shall control.
408.109 History
History: 1981 c. 390 s.
252;
1985 a. 237 s.
28; Stats. 1985 s. 408.109.
ISSUE—ISSUER
408.201(1)(1) With respect to obligations on or defenses to a security, "issuer" includes a person who:
408.201(1)(a)
(a) Places or authorizes the placing of his or her name on a certificated security (otherwise than as authenticating trustee, registrar, transfer agent or the like) to evidence that it represents a share, participation or other interest in his or her property or in an enterprise or to evidence his or her duty to perform an obligation represented by the certificated security;
408.201(1)(b)
(b) Creates shares, participations or other interests in his or her property or in an enterprise or undertakes obligations, which shares, participations, interests or obligations are uncertificated securities;
408.201(1)(c)
(c) Directly or indirectly creates fractional interests in his or her rights or property which fractional interests are represented by certificated securities; or
408.201(1)(d)
(d) Becomes responsible for or in place of any other person described as an issuer in this section.
408.201(2)
(2) With respect to obligations on or defenses to a security, a guarantor is an issuer to the extent of his or her guaranty, whether or not his or her obligation is noted on a certificated security or on statements of uncertificated securities sent under
s. 408.408.
408.201(3)
(3) With respect to registration of transfer, pledge or release (
ss. 408.401 to
408.406), "issuer" means a person on whose behalf transfer books are maintained.
408.201 History
History: 1985 a. 237.
408.202
408.202
Issuer's responsibility and defenses; notice of defect or defense. 408.202(1)
(1) Even against a purchaser for value and without notice, the terms of a security include:
408.202(1)(a)
(a) If the security is certificated, those stated on the security;
408.202(1)(b)
(b) If the security is uncertificated, those contained in the initial transaction statement sent to the purchaser or, if his or her interest is transferred to him or her other than by registration of transfer, pledge or release, the initial transaction statement sent to the registered owner or registered pledgee; and
408.202(1)(c)
(c) Those made part of the security by reference, on the certificated security or in the initial transaction statement, to another instrument, indenture or document or to a constitution, statute, ordinance, rule, regulation, order or the like to the extent that the terms referred to do not conflict with the terms stated on the certificated security or contained in the statement. A reference under this paragraph does not of itself charge a purchaser for value with notice of a defect going to the validity of the security even though the certificated security or statement expressly states that a person accepting it admits notice.
408.202(2)
(2) A certificated security in the hands of a purchaser for value or an uncertificated security as to which an initial transaction statement has been sent to a purchaser for value, other than a security issued by a government or governmental agency or unit, even though issued with a defect going to its validity, is valid with respect to the purchaser if he or she is without notice of the particular defect unless the defect involves a violation of constitutional provisions, in which case the security is valid with respect to a subsequent purchaser for value and without notice of the defect. This subsection applies to an issuer that is a government or governmental agency or unit only if either there has been substantial compliance with the legal requirements governing the issue or the issuer has received a substantial consideration for the issue as a whole or for the particular security and a stated purpose of the issue is one for which the issuer has power to borrow money or issue the security.
408.202(3)
(3) Except as provided in the case of certain unauthorized signatures (
s. 408.205), lack of genuineness of a certificated security or an initial transaction statement is a complete defense, even against a purchaser for value and without notice.
408.202(4)
(4) All other defenses of the issuer of a certificated or uncertificated security, including nondelivery and conditional delivery of a certificated security, are ineffective against a purchaser for value who has taken without notice of the particular defense.
408.202(5)
(5) Nothing in this section shall be construed to affect the right of a party to a "when, as and if issued" or a "when distributed" contract to cancel the contract in the event of a material change in the character of the security that is the subject of the contract or in the plan or arrangement pursuant to which the security is to be issued or distributed.
408.202 History
History: 1985 a. 237.
408.202 Annotation
Guarantying municipal bonds. Minge, 1974 WLR 89.
408.203
408.203
Staleness as notice of defects or defenses. 408.203(1)(1) After an act or event creating a right to immediate performance of the principal obligation represented by a certificated security or that sets a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice of any defect in its issue or defense of the issuer if:
408.203(1)(a)
(a) The act or event is one requiring the payment of money, the delivery of certificated securities, the registration of transfer of uncertificated securities or any of these on presentation or surrender of the certificated security, the funds or securities are available on the date set for payment or exchange and he or she takes the security more than one year after that date; and
408.203(1)(b)
(b) The act or event is not covered by
par. (a) and he or she takes the security more than 2 years after the date set for surrender or presentation or the date on which performance became due.
408.203(2)
(2) A call that has been revoked is not within
sub. (1).
408.203 History
History: 1985 a. 237.
408.204
408.204
Effect of issuer's restrictions on transfer. A restriction on transfer of a security imposed by the issuer, even though otherwise lawful, is ineffective against any person without actual knowledge of it unless:
408.204(1)
(1) The security is certificated and the restriction is noted conspicuously thereon; or
408.204(2)
(2) The security is uncertificated and a notation of the restriction is contained in the initial transaction statement sent to the person or, if his or her interest is transferred to him or her other than by registration of transfer, pledge or release, the initial transaction statement sent to the registered owner or the registered pledgee.
408.204 History
History: 1985 a. 237.
408.205
408.205
Effect of unauthorized signature on certificated security or initial transaction statement. An unauthorized signature placed on a certificated security prior to or in the course of issue or placed on an initial transaction statement is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security or a purchaser for value of an uncertificated security to whom such initial transaction statement has been sent, if the purchaser is without notice of the lack of authority and the signing has been done by:
408.205(1)
(1) An authenticating trustee, registrar, transfer agent or other person entrusted by the issuer with the signing of the security, of similar securities, or of initial transaction statements or the immediate preparation for signing or any of them; or
408.205(2)
(2) An employe of the issuer or of any of the foregoing entrusted with responsible handling of the security or initial transaction statement.
408.205 History
History: 1985 a. 237.
408.206
408.206
Completion or alteration of certificated security or initial transaction statement. 408.206(1)
(1) If a certificated security contains the signatures necessary to its issue or transfer but is incomplete in any other respect:
408.206(1)(a)
(a) Any person may complete it by filling in the blanks as authorized; and
408.206(1)(b)
(b) Even though the blanks are incorrectly filled in, the security as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness.
408.206(2)
(2) A complete certificated security that has been improperly altered, even though fraudulently, remains enforceable but only according to its original terms.
408.206(3)
(3) If an initial transaction statement contains the signatures necessary to its validity, but is incomplete in any other respect:
408.206(3)(a)
(a) Any person may complete it by filling in the blanks as authorized; and
408.206(3)(b)
(b) Even though the blanks are incorrectly filled in, the statement as completed is effective in favor of the person to whom it is sent if he or she purchased the security referred to therein for value and without notice of the incorrectness.
408.206(4)
(4) A complete initial transaction statement that has been improperly altered, even though fraudulently, is effective in favor of a purchaser to whom it has been sent, but only according to its original terms.
408.206 History
History: 1985 a. 237.
408.207
408.207
Rights and duties of issuer with respect to registered owners and registered pledgees. 408.207(1)
(1) Prior to due presentment for registration of transfer of a certificated security in registered form, the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner.
408.207(2)
(2) Subject to
subs. (3),
(4) and
(6), the issuer or indenture trustee may treat the registered owner of an uncertificated security as the person exclusively entitled to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner.
408.207(3)
(3) The registered owner of an uncertificated security that is subject to a registered pledge is not entitled to registration of transfer prior to the due presentment to the issuer of a release instruction. The exercise of conversion rights with respect to a convertible uncertificated security is a transfer within the meaning of this section.
408.207(4)
(4) Upon due presentment of a transfer instruction from the registered pledgee of an uncertificated security, the issuer shall:
408.207(4)(a)
(a) Register the transfer of the security to the new owner free of pledge, if the instruction specifies a new owner (who may be the registered pledgee) and does not specify a pledgee;
408.207(4)(b)
(b) Register the transfer of the security to the new owner subject to the interest of the existing pledgee, if the instruction specifies a new owner and the existing pledgee; or
408.207(4)(c)
(c) Register the release of the security from the existing pledge and register the pledge of the security to the other pledgee, if the instruction specifies the existing owner and another pledgee.
408.207(5)
(5) Continuity of perfection of a security interest is not broken by registration of transfer under
sub. (4) (b) or by registration of release and pledge under
sub. (4) (c), if the security interest is assigned.
408.207(6)
(6) If an uncertificated security is subject to a registered pledge:
408.207(6)(a)
(a) Any uncertificated securities issued in exchange for or distributed with respect to the pledged security shall be registered subject to the pledge;
408.207(6)(b)
(b) Any certificated securities issued in exchange for or distributed with respect to the pledge security shall be delivered to the registered pledgee; and
408.207(6)(c)
(c) Any money paid in exchange for or in redemption of part or all of the security shall be paid to the registered pledgee.
408.207(7)
(7) Nothing in this chapter shall be construed to affect the liability of the registered owner of a security for calls, assessments or the like.
408.207 History
History: 1985 a. 237.
408.207 Annotation
The issuer may continue to recognize the registered owner of a security, even after the security has been transferred, so long as the new owner has not made a due presentation for registration of transfer. Huffman v. Altec International, Inc. 200 W (2d) 78, 546 NW (2d) 162 (Ct. App. 1996).
