RS 10:8-115
Certain securities intermediaries, brokers, agents, and bailees are generally not liable to an adverse claimant when they transfer or deal with a financial asset as described here.
- Custody
- Financial assets
- Liability
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Certain securities intermediaries, brokers, agents, and bailees are generally not liable to an adverse claimant when they transfer or deal with a financial asset as described here.
A securities intermediary is treated as a purchaser for value when it receives a financial asset and sets up a security entitlement for an entitlement holder.
This section defines who counts as an “issuer” for certain securities-related purposes.
This section says what terms count for securities, when an issuer can or cannot rely on certain defenses, and when a buyer or entitlement holder is protected.
A purchaser may be charged with notice of a defect or issuer defense if the security is taken too late after certain payment, redemption, surrender, or performance dates.
A transfer restriction imposed by the issuer does not bind a person who does not know about it unless the restriction is conspicuously noted on a certificated security or the registered owner is notified for an uncertificated security.
An unauthorized signature on a security certificate before or during issuance is ineffective, unless it benefits a purchaser for value without notice and was made by an entrusted signing or handling person.
A person may fill in blanks in an incomplete security certificate if it already has the signatures needed for issue or transfer. A purchaser who took it for value and without notice can enforce it even if the blanks were filled in incorrectly. An improperly altered complete certificate remains enforceable only on its o
Before a transfer is presented for registration, the issuer or indenture trustee may treat the registered owner as the person entitled to vote, receive notices, and exercise the owner’s rights.
A person who signs a security certificate as an authenticating trustee, registrar, transfer agent, or similar signer gives certain warranties to a purchaser for value if the purchaser lacks notice of a defect.
An issuer’s lien on a certificated security is valid against a purchaser only if the issuer’s lien is noted conspicuously on the security certificate.
This section defines overissue and gives a person entitled to issue or validation limited remedies when a security is not available without causing overissue.
This section explains when delivery of certificated and uncertificated securities to a purchaser occurs.
A purchaser generally gets the transferor’s rights in a security, but only to the extent purchased in a limited interest, and a prior holder with notice of an adverse claim cannot improve position by taking from a protected purchaser.
A purchaser of a certificated or uncertificated security is a protected purchaser only if the purchaser gives value, lacks notice of any adverse claim, and obtains control of the security.
This section explains how indorsements work for securities, including blank and special indorsements, when an indorsement counts as a transfer, and when a purchaser can require a missing indorsement.
A person may complete an incomplete instruction if authorized, and the issuer may rely on it even if it was completed incorrectly.
A person who guarantees a signature or instruction makes specified warranties; an issuer may not require a guaranty as a condition of transfer registration.
On demand, the transferor of a security must give the purchaser proof of authority to transfer or another document needed to register the transfer, unless the parties agreed otherwise.
An issuer must register a transfer when the stated conditions are met.
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