47-8404. Wrongful registration
A. Except as otherwise provided in section 47-8406, 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:
1. Pursuant to an ineffective indorsement or instruction;
2. After a demand that the issuer not register transfer became effective under
section 47-8403, subsection A and the issuer did not comply with section 47-8403,
subsection B;
3. 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
4. By an issuer acting in collusion with the wrongdoer.
B. An issuer that is liable for wrongful registration of transfer under subsection
A of this section 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 47-8210.
C. Except as otherwise provided in subsection A of this section 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.
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