Except as otherwise provided in this chapter, a corporation or transfer agent making a transfer of a security pursuant to an assignment by a fiduciary:

(1) May assume without inquiry that the assignment, even though to the fiduciary or to the fiduciary’s nominee, is within the fiduciary’s authority and capacity and is not in breach of the fiduciary duties;

(2) May assume without inquiry that the fiduciary has complied with any controlling instrument and with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of the transfer; and

(3) Is not charged with notice of and is not bound to obtain or examine any court record or any recorded or unrecorded document relating to the fiduciary relationship or the assignment, even though the record or document is in its possession.

12 Del. C. 1953, § ?4303; 54 Del. Laws, c. 141; 70 Del Laws, c. 186,, § ?1;

Terms Used In Delaware Code Title 12 Sec. 4303

  • Assignment: includes any written stock power, bond power, bill of sale, deed, declaration of trust or other instrument of transfer. See Delaware Code Title 12 Sec. 4301
  • Court: means the Court of Chancery. See Delaware Code Title 12 Sec. 39A-101
  • Fiduciary: A trustee, executor, or administrator.
  • Fiduciary: means an executor, administrator, trustee, guardian, committee, conservator, curator, tutor, custodian or nominee. See Delaware Code Title 12 Sec. 4301
  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in perceivable form. See Delaware Code Title 12 Sec. 39A-101
  • Security: includes any share of stock, bond, debenture, note or other security issued by a corporation which is registered as to ownership on the books of the corporation. See Delaware Code Title 12 Sec. 4301
  • Transfer: means a change on the books of a corporation in the registered ownership of a security. See Delaware Code Title 12 Sec. 4301
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