47-8404. Wrongful registration

A. Except as otherwise provided in section 47-8406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered:

1. Pursuant to an ineffective indorsement or instruction;

2. After a demand that the issuer not register transfer became effective under section 47-8403, subsection A and the issuer did not comply with section 47-8403, subsection B;

3. After the issuer had been served with an injunction, restraining order or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order or other legal process; or

4. By an issuer acting in collusion with the wrongdoer.

B. An issuer that is liable for wrongful registration of transfer under subsection A of this section on demand shall provide the person entitled to the security with a like certificated or uncertificated security, and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer's liability to provide the person with a like security is governed by section 47-8210.

C. Except as otherwise provided in subsection A of this section or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective indorsement or instruction.