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;
408.313(1)(d)2.
2. A quantity of securities that constitute or are part of fungible bulk of certificated securities in the financial intermediary's possession or of uncertificated securities registered in the name of the financial intermediary; or
408.313(1)(d)3.
3. A quantity of securities that constitute or are part of a fungible bulk of securities shown on the account of the financial intermediary on the books of another financial intermediary;
408.313(1)(e)
(e) With respect to an identified certificated security to be delivered while still in the possession of a 3rd person not a financial intermediary at the time that person acknowledges that he or she holds for the purchaser; or
408.313(1)(f)
(f) With respect to a specific uncertificated security the pledge or transfer of which has been registered to a 3rd person, not a financial intermediary, at the time that person acknowledges that he or she holds for the purchaser;
408.313(1)(g)
(g) At the time appropriate entries to the account of the purchaser or a person designated by him or her on the books of a clearing corporation are made under
s. 408.320;
408.313(1)(h)
(h) With respect to the transfer of a security interest where the debtor has signed a security agreement containing a description of the security, at the time a written notification, which, in the case of the creation of the security interest, is signed by the debtor (which may be a copy of the security agreement) or which, in the case of the release or assignment of the security interest created under this paragraph, is signed by the secured party, is received by:
408.313(1)(h)1.
1. A financial intermediary on whose books the interest of the transferor in the security appears;
408.313(1)(h)2.
2. A 3rd person, not a financial intermediary, in possession of the security, if it is certificated;
408.313(1)(h)3.
3. A 3rd person, not a financial intermediary, who is the registered owner of the security, if it is uncertificated and not subject to a registered pledge; or
408.313(1)(h)4.
4. A 3rd person, not a financial intermediary, who is the registered pledgee of the security, if it is uncertificated and subject to a registered pledge;
408.313(1)(i)
(i) With respect to the transfer of a security interest where the transferor has signed a security agreement containing a description of the security, at the time new value is given by the secured party; or
408.313(1)(j)
(j) With respect to the transfer of a security interest where the secured party is a financial intermediary and the security has already been transferred to the financial intermediary under
par. (a),
(b),
(c),
(d) or
(g), at the time the transferor has signed a security agreement containing a description of the security and value is given by the secured party.
408.313(2)
(2) The purchaser is the owner of a security held by a financial intermediary, but cannot be a bona fide purchaser of a security so held except in the circumstances specified in
sub. (1) (c),
(d) 1. and
(g). If a security so held is part of a fungible bulk, as in the circumstances specified in
sub. (1) (d) 2. and
3., the purchaser is the owner of a proportionate property interest in the fungible bulk.
408.313(3)
(3) Notice of an adverse claim received by the financial intermediary or by the purchaser after the financial intermediary takes delivery of a certificated security as a holder for value or after the transfer, pledge or release of an uncertificated security has been registered free of the claim to a financial intermediary who has given value is not effective either as to the financial intermediary or as to the purchaser. However, as between the financial intermediary and the purchaser the purchaser may demand transfer of an equivalent security as to which no notice of adverse claim has been received.
408.313(4)
(4) A "financial intermediary" is a bank, broker, clearing corporation or other person, or the nominee of any of them, which in the ordinary course of its business maintains security accounts for its customers and is acting in that capacity. A financial intermediary may have a security interest in securities held in account for its customer.
408.313 History
History: 1985 a. 237,
332;
1991 a. 304 s.
51.
408.314
408.314
Duty to transfer, when completed. 408.314(1)
(1) Unless otherwise agreed if a sale of security is made on an exchange or otherwise through brokers:
408.314(1)(a)
(a) The selling customer fulfills his or her duty to transfer at the time he or she:
408.314(1)(a)1.
1. Places a certificated security in the possession of the selling broker or of a person designated by the broker;
408.314(1)(a)2.
2. Causes an uncertificated security to be registered in the name of the selling broker or a person designated by the broker;
408.314(1)(a)3.
3. If requested, causes an acknowledgment to be made to the selling broker that a certificated or uncertificated security is held for the broker; or
408.314(1)(a)4.
4. Places in the possession of the selling broker or of a person designated by the broker a transfer instruction for an uncertificated security, providing the issuer does not refuse to register the requested transfer if the instruction is presented to the issuer for registration within 30 days thereafter; and
408.314(1)(b)
(b) The selling broker, including a correspondent broker acting for a selling customer, fulfills his or her duty to transfer at the time he or she:
408.314(1)(b)1.
1. Places a certificated security in the possession of the buying broker or a person designated by the buying broker;
408.314(1)(b)2.
2. Causes an uncertificated security to be registered in the name of the buying broker or a person designated by the buying broker;
408.314(1)(b)3.
3. Places in the possession of the buying broker or of a person designated by the buying broker a transfer instruction for an uncertificated security, providing the issuer does not refuse to register the requested transfer if the instruction is presented to the issuer for registration within 30 days thereafter; or
408.314(1)(b)4.
4. Effects clearance of the sale in accordance with the rules of the exchange on which the transaction took place.
408.314(2)
(2) Except as provided in this section and unless otherwise agreed, a transferor's duty to transfer a security under a contract of purchase is not fulfilled until he or she:
