408.205 History
History: 1997 a. 297.
408.206
408.206
Completion or alteration of security certificate. 408.206(1)(1) If a security certificate 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 if the blanks are incorrectly filled in, the security certificate as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness.
408.206(2)
(2) A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms.
408.206 History
History: 1997 a. 297.
408.207
408.207
Rights and duties of issuer with respect to registered owners. 408.207(1)(1) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an uncertificated security, the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, receive notifications, and otherwise exercise all the rights and powers of an owner.
408.207(2)
(2) This chapter does not affect the liability of the registered owner of a security for a call, assessment or the like.
408.207 History
History: 1997 a. 297.
408.208
408.208
Effect of signature of authenticating trustee, registrar or transfer agent. 408.208(1)
(1) A person signing a security certificate as authenticating trustee, registrar, transfer agent or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of a particular defect, that:
408.208(1)(b)
(b) The person's own participation in the issue of the security is within the person's capacity and within the scope of the authority received by the person from the issuer; and
408.208(1)(c)
(c) The person has reasonable grounds to believe that the certificated security is in the form and within the amount that the issuer is authorized to issue.
408.208(2)
(2) Unless otherwise agreed, a person signing under
sub. (1) does not assume responsibility for the validity of the security in other respects.
408.208 History
History: 1997 a. 297.
408.209
408.209
Issuer's lien. A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate.
408.209 History
History: 1997 a. 297.
408.210(1)(1) In this chapter, "overissue" means the issue of securities in excess of the amount that the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue.
408.210(2)
(2) Except as otherwise provided in
subs. (3) and
(4), the provisions of this chapter which validate a security or compel its issue or reissue do not apply to the extent that validation, issue or reissue would result in overissue.
408.210(3)
(3) If an identical security not constituting an overissue is reasonably available for purchase, a person entitled to issue or validation may compel the issuer to purchase the security and deliver it if certificated or register its transfer if uncertificated, against surrender of any security certificate the person holds.
408.210(4)
(4) If a security is not reasonably available for purchase, a person entitled to issue or validation may recover from the issuer the price that the person or the last purchaser for value paid for it with interest from the date of the person's demand.
408.210 History
History: 1997 a. 297.
TRANSFER OF CERTIFICATED AND
UNCERTIFICATED SECURITIES
408.301(1)(1) Delivery of a certificated security to a purchaser occurs when:
408.301(1)(a)
(a) The purchaser acquires possession of the security certificate;
408.301(1)(b)
(b) Another person, other than a securities intermediary, either acquires possession of the security certificate on behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges that it holds for the purchaser; or
408.301(1)(c)
(c) A securities intermediary acting on behalf of the purchaser acquires possession of the security certificate, only if the certificate is in registered form and has been specially endorsed to the purchaser by an effective endorsement.
408.301(2)
(2) Delivery of an uncertificated security to a purchaser occurs when:
408.301(2)(a)
(a) The issuer registers the purchaser as the registered owner, upon original issue or registration of transfer; or
408.301(2)(b)
(b) Another person, other than a securities intermediary, either becomes the registered owner of the uncertificated security on behalf of the purchaser or, having previously become the registered owner, acknowledges that it holds for the purchaser.
408.301 History
History: 1997 a. 297.
408.302
408.302
Rights of purchaser. 408.302(1)(1) Except as otherwise provided in
subs. (2) and
(3), upon delivery of a certificated or uncertificated security to a purchaser, the purchaser acquires all rights in the security that the transferor had or had power to transfer.
408.302(2)
(2) A purchaser of a limited interest acquires rights only to the extent of the interest purchased.
408.302(3)
(3) A purchaser of a certificated security who as a previous holder had notice of an adverse claim does not improve its position by taking from a protected purchaser.
408.302 History
History: 1997 a. 297.
408.303
408.303
Protected purchaser. 408.303(1)(1) In this chapter, "protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who:
408.303(1)(b)
(b) Does not have notice of any adverse claim to the security; and
408.303(1)(c)
(c) Obtains control of the certificated or uncertificated security.
408.303(2)
(2) In addition to acquiring the rights of a purchaser, a protected purchaser also acquires its interest in the security free of any adverse claim.
408.303 History
History: 1997 a. 297.
408.304(1)(1) An endorsement may be in blank or special. An endorsement in blank includes an endorsement to bearer. A special endorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank endorsement to a special endorsement.
408.304(2)
(2) An endorsement purporting to be only an endorsement of part of a security certificate representing units intended by the issuer to be separately transferable is effective to the extent of the endorsement.
408.304(3)
(3) An endorsement, whether special or in blank, does not constitute a transfer until delivery of the certificate on which it appears or, if the endorsement is on a separate document, until delivery of both the document and the certificate.
408.304(4)
(4) If a security certificate in registered form has been delivered to a purchaser without a necessary endorsement, the purchaser may become a protected purchaser only when the endorsement is supplied. However, against a transferor, a transfer is complete upon delivery and the purchaser has a specifically enforceable right to have any necessary endorsement supplied.
408.304(5)
(5) An endorsement of a security certificate in bearer form may give notice of an adverse claim to the certificate, but it does not otherwise affect a right to registration that the holder possesses.
408.304(6)
(6) Unless otherwise agreed, a person making an endorsement assumes only the obligations provided in
s. 408.108 and not an obligation that the security will be honored by the issuer.
408.304 History
History: 1997 a. 297.
408.305(1)(1) 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.
408.305(2)
(2) Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by
s. 408.108 and not an obligation that the security will be honored by the issuer.
408.305 History
History: 1997 a. 297.
408.306
408.306
Effect of guaranteeing signature, endorsement or instruction. 408.306(1)(1) A person who guarantees a signature of an endorser of a security certificate warrants that at the time of signing:
408.306(1)(b)
(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
408.306(2)
(2) A person who guarantees a signature of the originator of an instruction warrants that at the time of signing:
408.306(2)(b)
(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
408.306(3)
(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:
408.306(3)(a)
(a) The person specified in the instruction as the registered owner of the uncertificated security will be the registered owner; and
408.306(3)(b)
(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.
408.306(4)
(4) A guarantor under
subs. (1) and
(2) or a special guarantor under
sub. (3) does not otherwise warrant the rightfulness of the transfer.
408.306(5)
(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.
408.306(6)
(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.
408.306(7)
(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.
408.306(8)
(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.
408.306 History
History: 1997 a. 297.
408.307
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.
408.307 History
History: 1997 a. 297.
REGISTRATION
408.401
408.401
Duty of issuer to register transfer. 408.401(1)
(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:
408.401(1)(a)
(a) Under the terms of the security the person seeking registration of transfer is eligible to have the security registered in its name;
408.401(1)(b)
(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;
408.401(1)(c)
(c) Reasonable assurance is given that the endorsement or instruction is genuine and authorized under
s. 408.402;
408.401(1)(d)
(d) Any applicable law relating to the collection of taxes has been complied with;
