1. “Appropriate person” means:

(a) With respect to an endorsement, the person specified by a security certificate or by an effective special endorsement to be entitled to the security;

(b) With respect to an instruction, the registered owner of an uncertificated security;

(c) With respect to an entitlement order, the entitlement holder;

(d) If the person designated in paragraph (a), (b) or (c) is deceased, his or her successor taking under other law or his or her personal representative acting for his or her estate; or

(e) If the person designated in paragraph (a), (b) or (c) lacks capacity, his or her guardian, conservator or other similar representative who has power under other law to transfer the security or financial asset.

2. An endorsement, instruction or entitlement order is effective if:

(a) It is made by the appropriate person;

(b) 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 paragraph (b) of subsection 3 or paragraph (b) of subsection 4 of NRS 104.8106; or

(c) The appropriate person has ratified it or is otherwise precluded from asserting its ineffectiveness.

3. An endorsement, instruction or entitlement order made by a representative is effective even if:

(a) 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

(b) The representative’s action in making the endorsement, instruction or entitlement order or using the proceeds of the transaction is otherwise a breach of duty.

4. If a security is registered in the name of or specially endorsed 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 endorsement, instruction or entitlement order made by him or her is effective even though the person is no longer serving in the described capacity.

5. Effectiveness of an endorsement, instruction or entitlement order is determined as of the date the endorsement, instruction or entitlement order is made, and an endorsement, instruction or entitlement order does not become ineffective by reason of any later change of circumstances.

(Added to NRS by 1997, 361)