Delaware Code Title 12 Sec. 4305 – Adverse claims
(a) A person asserting a claim of beneficial interest adverse to the transfer of a security pursuant to an assignment by a fiduciary may give the corporation or transfer agent written notice of the claim. The corporation or transfer agent is not put on notice unless the written notice identifies the claimant, the registered owner and the issue of which the security is a part, provides an address for communications directed to the claimant and is received before the transfer. Nothing in this chapter relieves making or refusing to make the transfer after it is so put on notice, unless it proceeds in the manner authorized in subsection (b) of this section.
Terms Used In Delaware Code Title 12 Sec. 4305
- 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
- Claim of beneficial interest: includes a claim of any interest by a decedent's legatee, distributee, heirs or creditor, a beneficiary under a trust, a ward, a beneficial owner of a security registered in the name of a nominee or a minor owner of a security registered in the name of a custodian or a claim of any similar interest, whether the claim is asserted by the claimant or by a fiduciary or by any other authorized person on the claimant's behalf and includes a claim that the transfer would be in breach of fiduciary duties. See Delaware Code Title 12 Sec. 4301
- Corporation: means a private or public corporation, association or trust issuing a security. See Delaware Code Title 12 Sec. 4301
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- 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
- Person: includes an individual, a corporation, government or governmental subdivision or agency, statutory trust, business trust, estate, trust, partnership or association, 2 or more persons having a joint or common interest or any other legal or commercial entity. See Delaware Code Title 12 Sec. 4301
- 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
- Transfer agent: means a person employed or authorized by a corporation to transfer securities issued by the corporation. See Delaware Code Title 12 Sec. 4301
(b) As soon as practicable after the presentation of a security for transfer pursuant to an assignment by a fiduciary, a corporation or transfer agent which has received notice of a claim of beneficial interest adverse to the transfer may send notice of the presentation by registered or certified mail to the claimant at the address given by the claimant. If the corporation or transfer agent so mails such a notice, it shall withhold the transfer for 30 days after the mailing and shall then make the transfer unless restrained by a court order.
12 Del. C. 1953, § ?4305; 54 Del. Laws, c. 141; 70 Del Laws, c. 186,, § ?1;