408.404(3)(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.
408.404 HistoryHistory: 1997 a. 297.
408.405408.405Replacement of lost, destroyed or wrongfully taken security certificate.
408.405(1)(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:
408.405(1)(a)(a) So requests before the issuer has notice that the certificate has been acquired by a protected purchaser;
408.405(1)(b)(b) Files with the issuer a sufficient indemnity bond; and
408.405(1)(c)(c) Satisfies other reasonable requirements imposed by the issuer.
408.405(2)(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.
408.405 HistoryHistory: 1997 a. 297.
408.406408.406Obligation 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.
408.406 HistoryHistory: 1997 a. 297.
408.407408.407Authenticating 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.
408.407 HistoryHistory: 1997 a. 297.
subch. V of ch. 408SUBCHAPTER V
SECURITY ENTITLEMENTS
408.501408.501Securities account; acquisition of security entitlement from securities intermediary.
408.501(1)(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.
408.501(2)(2)Except as otherwise provided in subs. (4) and (5), a person acquires a security entitlement if a securities intermediary:
408.501(2)(a)(a) Indicates by book entry that a financial asset has been credited to the person’s securities account;
408.501(2)(b)(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
408.501(2)(c)(c) Becomes obligated under other law, regulation or rule to credit a financial asset to the person’s securities account.
408.501(3)(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.
408.501(4)(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.
408.501(5)(5)Issuance of a security is not establishment of a security entitlement.
408.501 HistoryHistory: 1997 a. 297.
408.502408.502Assertion 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.
408.502 HistoryHistory: 1997 a. 297.
408.503408.503Property interest of entitlement holder in financial asset held by securities intermediary.
408.503(1)(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.