400.8-404. Wrongful registration. - Missouri Statutes

Wrongful registration.

400.8-404. (a) Except as otherwise provided in section 400.8-406,an issuer is liable for wrongful registration of transfer if the issuer hasregistered a transfer of a security to a person not entitled to it, and thetransfer was registered:

(1) Pursuant to an ineffective indorsement or instruction;

(2) After a demand that the issuer not register transfer becameeffective under section 400.8-403(a) and the issuer did not comply withsection 400.8-403(b);

(3) After the issuer had been served with an injunction, restrainingorder or other legal process enjoining it from registering the transfer,issued by a court of competent jurisdiction, and the issuer had areasonable opportunity to act on the injunction, restraining order or otherlegal process; or

(4) By an issuer acting in collusion with the wrongdoer.

(b) An issuer that is liable for wrongful registration of transferunder subsection (a) on demand shall provide the person entitled to thesecurity with a like certificated or uncertificated security, and anypayments or distributions that the person did not receive as a result ofthe wrongful registration. If an overissue would result, the issuer'sliability to provide the person with a like security is governed by section400.8-210.

(c) Except as otherwise provided in subsection (a) or in a lawrelating to the collection of taxes, an issuer is not liable to an owner orother person suffering loss as a result of the registration of a transferof a security if registration was made pursuant to an effective indorsementor instruction.

(L. 1963 p. 503 § 8-404, A.L. 1992 S.B. 448, A.L. 1997 S.B. 6)