(1)  Except as otherwise provided in Section 70A-8-406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered:

Terms Used In Utah Code 70A-8-404

  • Indorsement: means a signature that alone or accompanied by other words is made on a security certificate in registered form or on a separate document for the purpose of assigning, transferring, or redeeming the security or granting a power to assign, transfer, or redeem it. See Utah Code 70A-8-101
  • Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
  • Instruction: means a notification communicated to the issuer of an uncertificated security which directs that the transfer of the security be registered or that the security be redeemed. See Utah Code 70A-8-101
  • 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.
  • Person: means :Utah Code 68-3-12.5
  • Process: means a writ or summons issued in the course of a judicial proceeding. See Utah Code 68-3-12.5
  • 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
  • Uncertificated security: means a security that is not represented by a certificate. See Utah Code 70A-8-101
    • (a)  pursuant to an ineffective indorsement or instruction;

    (b)  after a demand that the issuer not register transfer became effective under Subsection 70A-8-403(1) and the issuer did not comply with Subsection 70A-8-403(2);

    (c)  after the issuer had been served with an injunction, restraining order, or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or

    (d)  by an issuer acting in collusion with the wrongdoer.

    (2)  An issuer that is liable for wrongful registration of transfer under Subsection (1) on demand shall provide the person entitled to the security with a like certificated or uncertificated security, and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer’s liability to provide the person with a like security is governed by Section 70A-8-210.

    (3)  Except as otherwise provided in Subsection (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 indorsement or instruction.

    Repealed and Re-enacted by Chapter 204, 1996 General Session

      Previous section
    Next section  
     Part 4 Contents

    LawServer is used by

    New York Times, IRS, USDA, UCLA, DOT