1. (a) Except as otherwise provided in section 42a-8-406, 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. (1) Pursuant to an ineffective endorsement or instruction;
   2. (2) After a demand that the issuer not register transfer became effective under subsection (a) of section 42a-8-403 and the issuer did not comply with subsection (b) of section 42a-8-403;
   3. (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. (4) By an issuer acting in collusion with the wrongdoer.
2. (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 42a-8-210.
3. (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 endorsement or instruction.

(1959, P.A. 133, S. 8-404; P.A. 79-435, S. 40; P.A. 97-182, S. 37.)

History: P.A. 79-435 specified applicability to “certificated” securities and to instructions, added reference to “pledge or release” of security and added Subsec. (3) re improper registration of uncertificated securities; P.A. 97-182 substantially revised section.