Chapter 55, Article 8 NMSA 1978 may be cited as the "Uniform Commercial Code - Investment Securities".

History: 1978 Comp., § 55-8-101, enacted by Laws 1996, ch. 47, § 5.

Purposes.

This Article sets forth certain rights and duties of the issuers of and the parties that deal with investment securities, both certificated and uncertificated. Unlike a corporation code, it does not set forth general rules defining property rights that accrue to holders of securities. And unlike a Blue Sky statute it does not set forth specific requirements for disclosing to the public the nature of the property interest that is the security. Rather it sets forth rules relative to the transfer of the rights that constitute securities and to the establishment of those rights against the issuer and other parties.

As is true with respect to all other Articles of the Code, parties may by agreement create rights and duties between themselves that vary from those set forth in this Article. Section 1-102(3). But prejudice to the rights of those not party to the agreement is limited by Code provisions (e.g., Sections 8-313 and 8-321) as well as by general legal principles that supplement the Code. See Section 1-103 and Comment 2 to Section 1-102.

This Article does not purport to determine whether a particular issue of securities should be represented by certificates, in whole or in part. That determination is left to the parties involved, subject to federal and state law.

Repeals and reenactments. — Laws 1996, ch. 47, § 5 repealed former 55-8-101 NMSA 1978, as enacted by Laws 1961, ch. 96, § 8-101, and enacted a new section, effective May 15, 1996.

Am. Jur. 2d, A.L.R. and C.J.S. references. — 11 Am. Jur. 2d Bills and Notes §§ 8, 47; 15A Am. Jur. 2d Commercial Code § 69 et seq.

Conflict of laws as to transfer of corporate stock, 131 A.L.R. 192.

Construction and effect of U.C.C., art. 8, dealing with investment securities, 21 A.L.R.3d 964, 88 A.L.R.3d 949.

Awarding damages for delay, in addition to specific performance, of contract for sale of corporate stock, 28 A.L.R.3d 1401.

Limitations of actions with respect to actions for contribution under § 10(b) of Securities Exchange Act of 1934 (15 USCA § 78j(b)) and SEC Rule 10b-5 (17 CFR § 240.10b-5), 146 A.L.R. Fed. 643.

Effect of asset freeze obtained by Securities and Exchange Commission on attorney's fees paid or owed by company subject to freeze, 161 A.L.R. Fed. 233.

18 C.J.S. Corporations §§ 217 to 292; 64A C.J.S. Municipal Corporations § 1701; 81A C.J.S. States § 186.