408.403(3)(c)
(c) The issuer is not charged with notice of the contents of any court record or file or other recorded or unrecorded document even though the document is in its possession and even though the transfer is made on the indorsement of a fiduciary to the fiduciary himself or herself or to his or her nominee; and
408.403(3)(d)
(d) An issuer registering a transfer of a security upon an indorsement by a corporation, either individually or as fiduciary in whose name the security is registered, is not bound to inquire whether the indorsement is within the authority of the indorsing officer, or to obtain any corporate resolution or supporting paper, and may assume without inquiry that the indorsement is within the authority of the indorsing officer or officers, that each person who executes the indorsement is an incumbent of the office in which capacity he or she purports to sign and that if more than one officer is required to execute the indorsement, all who must execute it have done so.
408.403(4)
(4) An issuer is under no duty as to adverse claims with respect to an uncertificated security except:
408.403(4)(a)
(a) Claims embodied in a restraining order, injunction or other legal process served upon the issuer if the process was served at a time and in a manner affording the issuer a reasonable opportunity to act on it in accordance with the requirements of
sub. (5).
408.403(4)(b)
(b) Claims of which the issuer has received a written notification from the registered owner or the registered pledgee if the notification was received at a time and in a manner affording the issuer a reasonable opportunity to act on it in accordance with the requirements of
sub. (5).
408.403(4)(c)
(c) Claims, including restrictions on transfer not imposed by the issuer, to which the registration of transfer to the present registered owner was subject and were so noted in the initial transaction statement sent to him or her.
408.403(4)(d)
(d) Claims as to which an issuer is charged with notice from a controlling instrument it has elected to require under
s. 408.402 (4).
408.403(5)
(5) If the issuer of an uncertificated security is under a duty as to an adverse claim, he or she discharges that duty by:
408.403(5)(b)
(b) Refusing to register the transfer or pledge of the security unless the nature of the claim does not preclude transfer or pledge subject thereto.
408.403(6)
(6) If the transfer or pledge of the security is registered subject to an adverse claim, a notation of the claim must be included in the initial transaction statement and all subsequent statements sent to the transferee and pledgee under
s. 408.408.
408.403(7)
(7) Notwithstanding
subs. (4) and
(5), if an uncertificated security was subject to a registered pledge at the time the issuer first came under a duty as to a particular adverse claim, the issuer has no duty as to that claim if transfer of the security is requested by the registered pledgee or an appropriate person acting for the registered pledgee unless:
408.403(7)(a)
(a) The claim was embodied in legal process which expressly provides otherwise.
408.403(7)(b)
(b) The claim was asserted in a written notification from the registered pledgee.
408.403(7)(c)
(c) The claim was one as to which the issuer was charged with notice from a controlling instrument it required under
s. 408.402 (4) in connection with the pledgee's request for transfer.
408.403(7)(d)
(d) The transfer requested is to the registered owner.
408.404
408.404
Liability and nonliability for registration. 408.404(1)(1) Except as provided in any law relating to the collection of taxes, the issuer is not liable to the owner, pledgee or any other person suffering loss as a result of the registration of a transfer, pledge or release of a security if:
408.404(1)(a)
(a) There was on or with a certificated security the necessary endorsement or the issuer had received an instruction originated by an appropriate person (
s. 408.308); and
408.404(1)(b)
(b) The issuer had no duty as to adverse claims or has discharged the duty (
s. 408.403).
408.404(2)
(2) If an issuer has registered a transfer of a certificated security to a person not entitled to it, the issuer on demand shall deliver a like security to the true owner unless:
408.404(2)(c)
(c) The delivery would result in overissue, in which case the issuer's liability is governed by
s. 408.104.
408.404(3)
(3) If an issuer has improperly registered a transfer, pledge or release of an uncertificated security, the issuer on demand from the injured party shall restore the records as to the injured party to the condition that would have obtained if the improper registration had not been made unless:
408.404(3)(b)
(b) The registration would result in overissue, in which case the issuer's liability is governed by
s. 408.104.
408.404 History
History: 1985 a. 237.
408.405
408.405
Lost, destroyed and stolen certificated securities. 408.405(1)(1) If a certificated security has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the issuer of that fact within a reasonable time after he or she has notice of it and the issuer registers a transfer of the security before receiving notification, the owner is precluded from asserting against the issuer any claim for registering the transfer under
s. 408.404 or any claim to a new security under this section.
408.405(2)
(2) If the owner of a certificated security claims that the security has been lost, destroyed or wrongfully taken, the issuer shall issue a new certificated security or, at the option of the issuer, an equivalent uncertificated security in place of the original security if the owner:
408.405(2)(a)
(a) So requests before the issuer has notice that the security has been acquired by a bona fide purchaser;
408.405(2)(b)
(b) Files with the issuer a sufficient indemnity bond; and
408.405(2)(c)
(c) Satisfies any other reasonable requirements imposed by the issuer.
408.405(3)
(3) If, after the issue of a new certificated or uncertificated security, a bona fide purchaser of the original certificated security presents it for registration of transfer, the issuer shall register the transfer unless registration would result in overissue, in which event the issuer's liability is governed by
s. 408.104. In addition to any rights on the indemnity bond, the issuer may recover the new certificated security from the person to whom it was issued or any person taking under him or her except a bona fide purchaser or may cancel the uncertificated security unless a bona fide purchaser or any person taking under a bona fide purchaser is then the registered owner or registered pledgee thereof.
408.405 History
History: 1985 a. 237.
408.406
408.406
Duty of authenticating trustee, transfer agent or registrar. 408.406(1)(1) If a person acts as authenticating trustee, transfer agent, registrar or other agent for an issuer in the registration of transfers of its certificated securities or in the registration of transfers, pledges and releases of its uncertificated securities, in the issue of new securities or in the cancellation of surrendered securities:
408.406(1)(a)
(a) That person is under a duty to the issuer to exercise good faith and due diligence in performing that person's functions; and
408.406(1)(b)
(b) With regard to the particular functions he or she performs, he or she has the same obligation to the holder or owner of a certificated security or to the owner or pledgee of an uncertificated security and has the same rights and privileges as the issuer has in regard to those functions.
408.406(2)
(2) Notice to an authenticating trustee, transfer agent, registrar or other agent is notice to the issuer with respect to the functions performed by the agent.
408.406 History
History: 1985 a. 237;
1991 a. 316.
408.407
408.407
Exchangeability of securities. 408.407(1)
(1) No issuer is subject to the requirements of this section unless it regularly maintains a system for issuing the class of securities involved under which both certificated and uncertificated securities are regularly issued to the category of owners, which includes the person in whose name the new security is to be registered.
408.407(2)
(2) Upon surrender of a certificated security with all necessary endorsements and presentation of a written request by the person surrendering the security, the issuer, if he or she has no duty as to adverse claims or has discharged the duty (
s. 408.403), shall issue to the person or a person designated by him or her an equivalent uncertificated security subject to all liens, restrictions and claims that were noted on the certificated security.
408.407(3)
(3) Upon receipt of a transfer instruction originated by an appropriate person who so requests, the issuer of an uncertificated security shall cancel the uncertificated security and issue an equivalent certificated security on which must be noted conspicuously any liens and restrictions of the issuer and any adverse claims, as to which the issuer has a duty under
s. 408.403 (4), to which the uncertificated security was subject. The certificated security shall be registered in the name of and delivered to:
408.407(3)(a)
(a) The registered owner if the uncertificated security was not subject to a registered pledge; or
408.407(3)(b)
(b) The registered pledgee if the uncertificated security was subject to a registered pledge.
408.407 History
History: 1985 a. 237.
408.408
408.408
Statements of uncertificated securities. 408.408(1)(1) Within 2 business days after the transfer of an uncertificated security has been registered, the issuer shall send to the new registered owner and, if the security has been transferred subject to a registered pledge, to the registered pledgee a written statement containing all of the following:
408.408(1)(a)
(a) A description of the issue of which the uncertificated security is a part.
408.408(1)(c)
(c) The name and address and any taxpayer identification number of the newly registered owner and, if the security has been transferred subject to a registered pledge, the name and address and any taxpayer identification number of the registered pledgee.
408.408(1)(d)
(d) A notation of any liens and restrictions of the issuer and any adverse claims, as to which the issuer has a duty under
s. 408.403 (4), to which the uncertificated security is or may be subject at the time of registration or a statement that there are none of those liens, restrictions or adverse claims.
408.408(2)
(2) Within 2 business days after the pledge of an uncertificated security has been registered, the issuer shall send to the registered owner and the registered pledgee a written statement containing all of the following:
408.408(2)(a)
(a) A description of the issue of which the uncertificated security is a part.
408.408(2)(c)
(c) The name and address and any taxpayer identification number of the registered owner and the registered pledgee.
408.408(2)(d)
(d) A notation of any liens and restrictions of the issuer and any adverse claims, as to which the issuer has a duty under
s. 408.403 (4), to which the uncertificated security is or may be subject at the time of registration or a statement that there are none of those liens, restrictions or adverse claims.
408.408(3)
(3) Within 2 business days after the release from pledge of an uncertificated security has been registered, the issuer shall send to the registered owner and the pledgee whose interest was released a written statement containing all of the following:
408.408(3)(a)
(a) A description of the issue of which the uncertificated security is a part.
408.408(3)(b)
(b) The number of shares or units released from pledge.
408.408(3)(c)
(c) The name and address and any taxpayer identification number of the registered owner and the pledgee whose interest was released.
408.408(3)(d)
(d) A notation of any liens and restrictions of the issuer and any adverse claims, as to which the issuer has a duty under
s. 408.403 (4), to which the uncertificated security is or may be subject at the time of registration or a statement that there are none of those liens, restrictions or adverse claims.
408.408(4)(a)(a) An "initial transaction statement" is the statement sent to:
408.408(4)(a)1.
1. The new registered owner and, if applicable, to the registered pledgee under
sub. (1);
408.408(4)(b)
(b) Each initial transaction statement shall be signed by or on behalf of the issuer and must be identified as "Initial Transaction Statement".
408.408(5)
(5) Within 2 business days after the transfer of an uncertificated security has been registered, the issuer shall send to the former registered owner and the former registered pledgee, if any, a written statement containing all of the following:
408.408(5)(a)
(a) A description of the issue of which the uncertificated security is a part.
408.408(5)(c)
(c) The name and address and any taxpayer identification number of the former registered owner and of any former registered pledgee.
408.408(6)
(6) At periodic intervals no less frequent than annually and at any time upon the reasonable written request of the registered owner, the issuer shall send to the registered owner of each uncertificated security a dated written statement containing all of the following:
408.408(6)(a)
(a) A description of the issue of which the uncertificated security is a part.
408.408(6)(b)
(b) The name and address and any taxpayer identification number of the registered owner.
408.408(6)(c)
(c) The number of shares or units of the uncertificated security registered in the name of the registered owner on the date of the statement.
408.408(6)(d)
(d) The name and address and any taxpayer identification number of any registered pledgee and the number of shares or units subject to the pledge.
408.408(6)(e)
(e) A notation of any liens and restrictions of the issuer and any adverse claims, as to which the issuer has a duty under
s. 408.403 (4), to which the uncertificated security is or may be subject or a statement that there are none of those liens, restrictions or adverse claims.
408.408(7)
(7) At periodic intervals no less frequent than annually and at any time upon the reasonable written request of the registered pledgee, the issuer shall send to the registered pledgee of each uncertificated security a dated written statement containing all of the following:
408.408(7)(a)
(a) A description of the issue of which the uncertificated security is a part.
408.408(7)(b)
(b) The name and address and any taxpayer identification number of the registered owner.
