|
|
|
State Law
Federal Law
|
Texas Business & Commerce Code - Chapter 8 Investment SecuritiesLegal Research Home > Texas Lawyer > Business & Commerce Code > Texas Business & Commerce Code - Chapter 8 Investment Securities This chapter may be cited as Uniform Commercial Code--Investment Securities. Amended by Acts 1995, 74th Leg., ch. 962, § 1, eff. Sept. 1, 1995. ... (a) In this chapter: (1) "Adverse claim" means a claim that a claimant has a property interest in a financial asset and that it is ... (a) A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security. (b) An investment ... (a) A person acquires a security or an interest therein under this chapter if: (1) the person is a purchaser to whom a security is ... (a) A person has notice of an adverse claim if: (1) the person knows of the adverse claim; (2) the person is aware of facts ... (a) A purchaser has control of a certificated security in bearer form if the certificated security is delivered to the purchaser. (b) A purchaser has ... (a) "Appropriate person" means: (1) with respect to an indorsement, the person specified by a security certificate or by an effective special indorsement to be ... (a) A person who transfers a certificated security to a purchaser for value warrants to the purchaser, and an indorser, if the transfer is by ... (a) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that: (1) the entitlement order is made by ... (a) The local law of the issuer's jurisdiction, as specified in Subsection (d), governs: (1) the validity of a security; (2) the rights and duties ... A rule adopted by a clearing corporation governing rights and obligations among the clearing corporation and its participants in the clearing corporation is effective even ... (a) The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by ... A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed ... The following rules apply in an action on a certificated security against the issuer: (1) Unless specifically denied in the pleadings, each signature on a ... A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has ... A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a ... (a) With respect to an obligation on or a defense to a security, "issuer" includes a person that: (1) places or authorizes the placing of ... (a) Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made ... After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by ... A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction ... An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of ... (a) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect: (1) any person may ... (a) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an ... (a) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like warrants to a purchaser for value of the certificated ... A lien in favor of an issuer on a certificated security is valid against a purchaser only if the right of the issuer to the ... (a) In this section, "overissue" means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue ... (a) Delivery of a certificated security to a purchaser occurs when: (1) the purchaser acquires possession of the security certificate; (2) another person, other than ... (a) Except as otherwise provided in Subsections (b) and (c), a purchaser of a certificated or uncertificated security acquires all rights in the security that ... (a) "Protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who: (1) gives value; (2) does not have ... (a) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a ... (a) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized ... (a) A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing: (1) the signature was ... Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other ... (a) If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to ... (a) An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized: (1) in all cases, a guaranty ... (a) A person who is an appropriate person to make an indorsement or originate an instruction may demand that the issuer not register transfer of ... (a) Except as otherwise provided in Section 8.406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of ... (a) If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed, or wrongfully taken, ... If a security certificate has been lost, apparently destroyed, or wrongfully taken, and the owner fails to notify the issuer of that fact within a ... A person acting as authenticating trustee, transfer agent, registrar, or other agent for an issuer in the registration of a transfer of its securities, in ... (a) "Securities account" means an account to which a financial asset is or may be credited in accordance with an agreement under which the person ... An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not ... (a) To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in that ... (a) A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements it ... (a) A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary satisfies ... A securities intermediary shall exercise rights with respect to a financial asset if directed to do so by an entitlement holder. A securities intermediary satisfies ... (a) A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has had ... A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for which ... (a) If the substance of a duty imposed on a securities intermediary by Sections 8.504-8.508 is the subject of another statute, regulation, or rule, compliance ... (a) In a case not covered by the priority rules in Chapter 9 or the rules stated in Subsection (c), an action based on an ... (a) Except as otherwise provided in Subsections (b) and (c), if a securities intermediary does not have sufficient interests in a particular financial asset to ... Texas Lawyers
Last modified: August 10, 2007 |