Louisiana Revised Statutes 9:3837 – Non-liability of third persons
Terms Used In Louisiana Revised Statutes 9:3837
- Assignment: includes any written stock power, bond power, bill of sale, deed, declaration of trust or other instrument of transfer;
(2) "Claim of beneficial interest" includes a claim of any interest by a decedent's legatee, distributee, heir 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 his behalf, and includes a claim that the transfer would be in breach of fiduciary duties;
(3) "Corporation" means a private or public corporation, association or trust issuing a security;
(4) "Fiduciary" means an executor, administrator, trustee, guardian, committee, conservator, curator, tutor, custodian or nominee;
(5) "Person" includes an individual, a corporation, government or governmental subdivision or agency, business trust, estate, trust, partnership or association, two or more persons having a joint or common interest, or any other legal or commercial entity;
(6) "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;
(7) "Transfer" means a change on the books of a corporation in the registered ownership of a security;
(8) "Transfer agent" means a person employed or authorized by a corporation to transfer securities issued by the corporation. See Louisiana Revised Statutes 9:3831
- Corporation: means a private or public corporation, association or trust issuing a security;
(4) "Fiduciary" means an executor, administrator, trustee, guardian, committee, conservator, curator, tutor, custodian or nominee;
(5) "Person" includes an individual, a corporation, government or governmental subdivision or agency, business trust, estate, trust, partnership or association, two or more persons having a joint or common interest, or any other legal or commercial entity;
(6) "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;
(7) "Transfer" means a change on the books of a corporation in the registered ownership of a security;
(8) "Transfer agent" means a person employed or authorized by a corporation to transfer securities issued by the corporation. See Louisiana Revised Statutes 9:3831
- 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.
- Fiduciary: A trustee, executor, or administrator.
- person: includes a body of persons, whether incorporated or not. See Louisiana Revised Statutes 1:10
A. No person who participates in the acquisition, disposition, assignment or transfer of a security by or to a fiduciary including a person who guarantees the signature of the fiduciary is liable for participation in any breach of fiduciary duty by reason of failure to inquire whether the transaction involves such a breach unless it is shown that he acted with actual knowledge that the proceeds of the transaction were being or were to be used wrongfully for the individual benefit of the fiduciary or that the transaction was otherwise in breach of duty.
B. If a corporation or transfer agent makes a transfer pursuant to an assignment by a fiduciary, a person who guaranteed the signature of the fiduciary is not liable on the guarantee to any person to whom the corporation or transfer agent incurs no liability by reason of this Chapter.
C. This Section does not impose any liability upon the corporation or its transfer agent.
Added by Acts 1960, No. 444, §1.