400.8-102. Definitions. - Missouri Statutes

Definitions.

400.8-102. (a) In this article:

(1) "Adverse claim" means a claim that a claimant has a propertyinterest in a financial asset and that it is a violation of the rights of theclaimant for another person to hold, transfer or deal with the financialasset;

(2) "Bearer form", as applied to a certificated security, means a formin which the security is payable to the bearer of the security certificateaccording to its terms but not by reason of an indorsement;

(3) "Broker" means a person defined as a broker or dealer under thefederal securities laws, but without excluding a bank acting in that capacity;

(4) "Certificated security" means a security that is represented by acertificate;

(5) "Clearing corporation" means:

(i) A person that is registered as a "clearing agency" under the federalsecurities laws;

(ii) A federal reserve bank; or

(iii) Any other person that provides clearance or settlement serviceswith respect to financial assets that would require it to register as aclearing agency under the federal securities laws but for an exclusion orexemption from the registration requirement, if its activities as a clearingcorporation, including promulgation of rules, are subject to regulation by afederal or state governmental authority;

(6) "Communicate" means to:

(i) Send a signed writing; or

(ii) Transmit information by any mechanism agreed upon by the personstransmitting and receiving the information;

(7) "Entitlement holder" means a person identified in the records of asecurities intermediary as the person having a security entitlement againstthe securities intermediary. If a person acquires a security entitlement byvirtue of section 400.8-501(b)(2) or (3), that person is the entitlementholder;

(8) "Entitlement order" means a notification communicated to asecurities intermediary directing transfer or redemption of a financial assetto which the entitlement holder has a security entitlement;

(9) "Financial asset", except as otherwise provided in section400.8-103, means:

(i) A security;

(ii) An obligation of a person or a share, participation or otherinterest in a person or in property or an enterprise of a person, which is, oris of a type, dealt in or traded on financial markets, or which is recognizedin any area in which it is issued or dealt in as a medium for investment; or

(iii) Any property that is held by a securities intermediary for anotherperson in a securities account if the securities intermediary has expresslyagreed with the other person that the property is to be treated as a financialasset under this article.

As context requires, the term means either the interest itself or the means bywhich a person's claim to it is evidenced, including a certificated oruncertificated security, a security certificate or a security entitlement;

(10) "Good faith", for purposes of the obligation of good faith in theperformance or enforcement of contracts or duties within this article, meanshonesty in fact and the observance of reasonable commercial standards of fairdealing;

(11) "Indorsement" means a signature that alone or accompanied by otherwords is made on a security certificate in registered form or on a separatedocument for the purpose of assigning, transferring or redeeming the securityor granting a power to assign, transfer or redeem it;

(12) "Instruction" means a notification communicated to the issuer of anuncertificated security which directs that the transfer of the security beregistered or that the security be redeemed;

(13) "Registered form", as applied to a certificated security, means aform in which:

(i) The security certificate specifies a person entitled to thesecurity; and

(ii) A transfer of the security may be registered upon books maintainedfor that purpose by or on behalf of the issuer, or the security certificate sostates;

(14) "Securities intermediary" means:

(i) A clearing corporation; or

(ii) A person, including a bank or broker, that in the ordinary courseof its business maintains securities accounts for others and is acting in thatcapacity;

(15) "Security", except as otherwise provided in section 400.8-103,means an obligation of an issuer or a share, participation or other interestin an issuer or in property or an enterprise of an issuer:

(i) Which is represented by a security certificate in bearer orregistered form, or the transfer of which may be registered upon booksmaintained for that purpose by or on behalf of the issuer;

(ii) Which is one of a class or series or by its terms is divisible intoa class or series of shares, participations, interests or obligations; and

(iii) Which:

(A) Is, or is of a type, dealt in or traded on securities exchanges orsecurities markets; or

(B) Is a medium for investment and by its terms expressly provides thatit is a security governed by this article;

(16) "Security certificate" means a certificate representing a security;

(17) "Security entitlement" means the rights and property interest of anentitlement holder with respect to a financial asset specified in sections400.8-501 to 400.8-510;

(18) "Uncertificated security" means a security that is not representedby a certificate.

(b) Other definitions applying to this article and the sections in whichthey appear are:

"Appropriate person". Section 400.8-107.

"Control". Section 400.8-106.

"Delivery". Section 400.8-301.

"Investment company security". Section 400.8-103.

"Issuer". Section 400.8-201.

"Overissue". Section 400.8-210.

"Protected purchaser". Section 400.8-303.

"Securities account". Section 400.8-501.

(c) In addition, article 1 of this chapter contains general definitionsand principles of construction and interpretation applicable throughout thisarticle.

(d) The characterization of a person, business, or transaction forpurposes of this article does not determine the characterization of theperson, business or transaction for purposes of any other law, regulation orrule.

(L. 1963 p. 503 § 8-102, A.L. 1974 S.B. 425, A.L. 1992 S.B. 448, A.L. 1997 S.B. 6)

(1975) Certificates of deposit in a savings and loan association held not a "medium for investment" and do not come under article 8 of this chapter. Jones v. United Savings and Loan Association (A.), 515 S.W.2d 869.