Oregon Statutes - Chapter 78 - Investment Securities

78.1010 Short title.
This chapter may be cited as Uniform Commercial Code�Investment Securities. [1961 c.726 §78.1010; 1985 c.676 §78.1010; 1995 c.328 §1]
78.1020 Definitions and index of definitions.
(1) In this chapter: (a) �Adverse claim� means a claim in which a claimant who has a property interest in a financial asset asserts that...
78.1030 Rules for determining whether certain obligations and interests are securities or financial assets.
(1) A share or similar equity interest issued by a corporation, business trust, joint stock company or similar entity is a security. (2) An �investment...
78.1040 Acquisition of security or financial asset or interest therein.
(1) A person acquires a security or an interest therein under this chapter if: (a) The person is a purchaser to whom a security is...
78.1050 Notice of adverse claim.
(1) A person has notice of an adverse claim if: (a) The person knows of the adverse claim; (b) The person is aware of facts...
78.1060 Control.
(1) A purchaser has control of a certificated security in bearer form if the certificated security is delivered to the purchaser. (2) A purchaser has...
78.1070 Whether indorsement, instruction or entitlement order is effective.
(1) �Appropriate person� means: (a) With respect to an indorsement, the person specified by a security certificate or by an effective special indorsement to be...
78.1080 Warranties in direct holding.
(1) A person that transfers a certificated security to a purchaser for value warrants to the purchaser, and an indorser, if the transfer is by...
78.1090 Warranties in indirect holding.
(1) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that: (a) The entitlement order is made by...
78.1100 Applicability; choice of law.
(1) The local law of the issuer�s jurisdiction, as defined in subsection (4) of this section, governs: (a) The validity of a security; (b) The...
78.1110 Clearing corporation rules.
A rule adopted by a clearing corporation governing rights and obligations of the clearing corporation and its participants in the clearing corporation is effective even...
78.1120 Creditor�s legal process.
(1) The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by...
78.1130 Statute of frauds inapplicable.
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...
78.1140 Evidentiary rules concerning certificated securities.
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...
78.1150 Securities intermediary and others not liable to adverse claimant.
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...
78.1160 Securities intermediary as purchaser for value.
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...
78.2010 �Issuer.�
(1) With respect to an obligation on or a defense to a security, an �issuer� includes a person that: (a) Places or authorizes the placing...
78.2020 Terms of security; issuer�s responsibility and defenses; notice of defect or defense.
(1) Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made...
78.2030 Staleness as notice of defects or defenses.
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...
78.2040 Effect of issuer�s restriction on transfer.
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...
78.2050 Effect of unauthorized signature on security certificate.
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...
78.2060 Completion or alteration of security certificate.
(1) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect: (a) Any person may...
78.2070 Rights of issuer with respect to registered owners.
(1) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an...
78.2080 Effect of signature of authenticating trustee, registrar or transfer agent.
(1) A person signing a security certificate as authenticating trustee, registrar, transfer agent or the like, warrants to a purchaser for value of the certificated...
78.2090 Issuer�s lien.
A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the...
78.2100 Overissue.
(1) In this section, �overissue� means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue...
78.3010 Delivery.
(1) Delivery of a certificated security to a purchaser occurs when: (a) The purchaser acquires possession of the security certificate; (b) Another person, other than...
78.3020 Rights of purchaser.
(1) Except as otherwise provided in subsections (2) and (3) of this section, a purchaser of a certificated or uncertificated security acquires all rights in...
78.3030 �Protected purchaser.�
(1) �Protected purchaser� means a purchaser of a certificated or uncertificated security, or of an interest therein, who: (a) Gives value; (b) Does not have...
78.3040 Indorsement.
(1) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a...
78.3050 Instruction.
(1) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized...
78.3060 Effect of guaranteeing signature, indorsement or instruction.
(1) A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing: (a) The signature was...
78.3070 Purchaser�s rights to requisites for registration of transfer.
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...
78.3080 [1961 c.726 §78.3080; 1985 c.676 §78.3080; repealed by 1995 c.328 §71]
78.3090 [1961 c.726 §78.3090; 1985 c.676 §78.3090; repealed by 1995 c.328 §71]
78.3100 [1961 c.726 §78.3100; 1985 c.676 §78.3100; repealed by 1995 c.328 §71]
78.3110 [1961 c.726 §78.3110; 1985 c.676 §78.3110; repealed by 1995 c.328 §71]
78.3120 [1961 c.726 §78.3120; 1985 c.676 §78.3120; repealed by 1995 c.328 §71]
78.3130 [1961 c.726 §78.3130; 1965 c.271 §4; 1985 c.676 §78.3130; repealed by 1995 c.328 §71]
78.3140 [1961 c.726 §78.3140; 1985 c.676 §78.3140; repealed by 1995 c.328 §71]
78.3150 [1961 c.726 §78.3150; 1985 c.676 §78.3150; repealed by 1995 c.328 §71]
78.3160 [1961 c.726 §78.3160; 1985 c.676 §78.3160; repealed by 1995 c.328 §71]
78.3170 [1961 c.726 §78.3170; 1985 c.676 §78.3170; repealed by 1995 c.328 §71]
78.3180 [1961 c.726 §78.3180; 1985 c.676 §78.3180; repealed by 1995 c.328 §71]
78.3190 [1961 c.726 §78.3190; 1985 c.676 §78.3190; repealed by 1995 c.328 §71]
78.3200 [1965 c.271 §2; 1985 c.676 §78.3200; repealed by 1995 c.328 §71]
78.3210 [1985 c.676 §78.3210; repealed by 1995 c.328 §71]
78.4010 Duty of issuer to register transfer.
(1) If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to...
78.4020 Assurance that indorsement or instruction is effective.
(1) An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized: (a) In all cases, a guaranty...
78.4030 Demand that issuer not register transfer.
(1) A person who is an appropriate person to make an indorsement or originate an instruction may demand that the issuer not register transfer of...
78.4040 Wrongful registration.
(1) Except as otherwise provided in ORS 78.4060, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of...
78.4050 Replacement of lost, destroyed or wrongfully taken security certificate.
(1) If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed or wrongfully taken,...
78.4060 Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate.
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...
78.4070 Authenticating trustee, transfer agent and registrar.
A person acting as authenticating trustee, transfer agent, registrar or other agent for an issuer in the registration of a transfer of the issuer�s securities,...
78.4080 [1985 c.676 §78.4080; repealed by 1995 c.328 §71]
78.5010 Securities account; acquisition of security entitlement from securities intermediary.
(1) �Securities account� means an account to which a financial asset is or may be credited in accordance with an agreement under which the person...
78.5020 Assertion of adverse claim against entitlement holder.
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...
78.5030 Property interest of entitlement holder in financial asset held by securities intermediary.
(1) To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in that...
78.5040 Duty of securities intermediary to maintain financial asset.
(1) A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements it...
78.5050 Duty of securities intermediary with respect to payments and distributions.
(1) A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary satisfies...
78.5060 Duty of securities intermediary to exercise rights as directed by entitlement holder.
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...
78.5070 Duty of securities intermediary to comply with entitlement order.
(1) A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has had...
78.5080 Duty of securities intermediary to change entitlement holder�s position to other form of security holding.
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...
78.5090 Specification of duties of securities intermediary by other statute or regulation; manner of performance of duties of securities intermediary and exercise of rights of entitlement holder.
(1) If the substance of a duty imposed upon a securities intermediary by ORS 78.5040, 78.5050, 78.5060, 78.5070 and 78.5080 is the subject of other...
78.5100 Rights of purchaser of security entitlement from entitlement holder.
(1) In a case not covered by the priority rules in ORS chapter 79 or the rules stated in subsection (3) of this section, an...
78.5110 Priority among security interests and entitlement holders.
(1) Except as otherwise provided in subsections (2) and (3) of this section if a securities intermediary does not have sufficient interests in a particular...

Last modified: August 7, 2008