§490:8-404  Wrongful registration.  (a) 
Except as otherwise provided in section 490:8-406, 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:



(1)  Pursuant to an ineffective indorsement or
instruction;



(2)  After a demand that the issuer not register
transfer became effective under section 490:8-403(a) and the issuer did not
comply with section 490:8-403(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) 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 490:8-210.



(c)  Except as otherwise provided in subsection
(a) 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. [L 1997, c 33, pt of §2]