§ 336.8-107 — Whether Endorsement, Instruction, or Entitlement Order is Effective
Plain-Language Summary
This section sets the rules for when an endorsement, instruction, or entitlement order to transfer a security is legally effective. It defines who the "appropriate person" is (such as the registered owner, the entitlement holder, or a deceased or incapacitated owner's successor, representative, guardian, or conservator) and provides that an order is effective if made by that person, by an authorized agent, or if it is ratified. An order made by a representative is effective even if the representative broke a controlling instrument or breached a duty, and remains effective even after the representative stops serving. Effectiveness is judged as of the date the order is made and is not undone by a later change of circumstances.
336.8-107 1995 c 194 art 1 s 53
336.8-107 WHETHER ENDORSEMENT, INSTRUCTION, OR ENTITLEMENT ORDER IS EFFECTIVE.
(a) “Appropriate person” means:
(1) with respect to an endorsement, the person specified by a security certificate or by an effective special endorsement to be entitled to the security;
(2) with respect to an instruction, the registered owner of an uncertificated security;
(3) with respect to an entitlement order, the entitlement holder;
(4) if the person designated in paragraph (1), (2), or (3) is deceased, the designated person’s successor taking under other law or the designated person’s personal representative acting for the estate of the decedent; or
(5) if the person designated in paragraph (1), (2), or (3) lacks capacity, the designated person’s guardian, conservator, or other similar representative who has power under other law to transfer the security or financial asset.
(b) An endorsement, instruction, or entitlement order is effective if:
(1) it is made by the appropriate person;
(2) it is made by a person who has power under the law of agency to transfer the security or financial asset on behalf of the appropriate person, including, in the case of an instruction or entitlement order, a person who has control under section 336.8-106(c)(2) or (d)(2); or
(3) the appropriate person has ratified it or is otherwise precluded from asserting its ineffectiveness.
(c) An endorsement, instruction, or entitlement order made by a representative is effective even if:
(1) the representative has failed to comply with a controlling instrument or with the law of the state having jurisdiction of the representative relationship, including any law requiring the representative to obtain court approval of the transaction; or
(2) the representative’s action in making the endorsement, instruction, or entitlement order or using the proceeds of the transaction is otherwise a breach of duty.
(d) If a security is registered in the name of or specially endorsed to a person described as a representative, or if a securities account is maintained in the name of a person described as a representative, an endorsement, instruction, or entitlement order made by the person is effective even though the person is no longer serving in the described capacity.
(e) Effectiveness of an endorsement, instruction, or entitlement order is determined as of the date the endorsement, instruction, or entitlement order is made, and an endorsement, instruction, or entitlement order does not become ineffective by reason of any later change of circumstances.
History:
History: History:
1995 c 194 art 1 s 7