This section says what rights a purchaser gets when buying certificated or uncertificated securities, including some limits and a special rule for securities issued by a foreign state.
Sec. 8.302. RIGHTS OF PURCHASER. (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 the transferor had or had power to transfer. (b) A purchaser of a limited interest acquires rights only to the extent of the interest purchased. (c) A purchaser of a certificated security who as a previous holder had notice of an adverse claim does not improve its position by taking from a protected purchaser. (d) The rights acquired by a purchaser of a certificated or uncertificated security issued by a foreign state as defined by 28 U.S.C. Section 1603, unless otherwise agreed in writing, include, without limitation, all of the following claims and demands of the transferor, regardless of whether the claims and demands are known to exist: (1) a claim or demand for damages or rescission against the issuer or other party to such security; (2) a claim or demand for damages against the trustee, depositary, or other party under any indenture under which such security was issued or is outstanding; (3) a claim or demand for damages against any issuer, underwriter, trustee, depositary, guarantor, or other party to the obligations of the issuer; and (4) a claim or demand to enforce any rights of a securityholder under the terms of such security, including rights arising prior to the date of the transfer. (e) Except as specifically provided by statute with respect to assignments of the claims and demands of a transferor to the purchaser of a certificated or uncertificated security issued by a foreign state as defined by 28 U.S.C. Section 1603, no issuer or other party subject to any obligation, or to any claim or demand for damages, with respect to any such security may assert a defense to such an obligation, claim, or demand, or assert a claim against the purchaser, based on the intent of the purchaser, or an assignor or assignee of the purchaser, to assert or pursue through litigation or other lawful means the enforcement of the purchaser's rights thereto. Amended by Acts 1995, 74th Leg., ch. 962, Sec. 1, eff. Sept. 1, 1995; Acts 1999, 76th Leg., ch. 414, Sec. 2.30, eff. July 1, 2001. Amended by: Acts 2025, 89th Leg., R.S., Ch. 311 (S.B. 1239), Sec. 2, eff. September 1, 2025.