Except as otherwise provided in Subsections (2) and (3), a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer.
Terms Used In Utah Code 70A-8-302
Adverse claim: means a claim that a claimant has a property interest in a financial asset and that it is a violation of the rights of the claimant for another person to hold, transfer, or deal with the financial asset. See Utah Code 70A-8-101
Certificated security: means a security that is represented by a certificate. See Utah Code 70A-8-101
Security: except as otherwise provided in Section 70A-8-102, means an obligation of an issuer or a share, participation, or other interest in an issuer or in property or an enterprise of an issuer that:
(i)
is represented by a security certificate in bearer or registered form, or the transfer of which may be registered upon books maintained for that purpose by or on behalf of the issuer;
(ii)
is one of a class or series or by its terms is divisible into a class or series of shares, participations, interests, or obligations; and
(iii)
(A)
is, or is of a type, dealt in or traded on securities exchanges or securities markets; or
(B)
is a medium for investment and by its terms expressly provides that it is a security governed by this chapter. See Utah Code 70A-8-101
(2)
A purchaser of a limited interest acquires rights only to the extent of the interest purchased.
(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.
