2007 Minnesota Statutes

336.8-404 MS 1994 [Repealed, 1995 c 194 art 1 s 53]
336.8-404 WRONGFUL REGISTRATION.
(a) Except as otherwise provided in section 336.8-406, 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 endorsement or instruction;
(2) after a demand that the issuer not register transfer became effective under section
336.8-403(a) and the issuer did not comply with section 336.8-403(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 336.8-210.
(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 endorsement or
instruction.
History: 1995 c 194 art 1 s 37