§ 8—107. Whether indorsement, instruction, or entitlement order is effective
(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 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 subdivision (1), (2), or (3) of this subsection 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 subdivision (1), (2), or (3) of this subsection 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 indorsement, 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 subdivision 8—106(c)(2)
or (d)(2) of this title; or
(3) the appropriate person has ratified it or is otherwise precluded from asserting its
ineffectiveness.
(c) An indorsement, 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 indorsement, 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 indorsed 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 indorsement, 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 indorsement, instruction, or entitlement order is determined as
of the date the indorsement, instruction, or entitlement order is made, and an indorsement,
instruction, or entitlement order does not become ineffective by reason of any later
change of circumstances. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)