(1) Except as otherwise provided in s. 678.4061, 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:
- (a) Pursuant to an ineffective indorsement or instruction;
- (b) After a demand that the issuer not register transfer became effective under s. 678.4031(1) and the issuer did not comply with s. 678.4031(2);
- (c) 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
- (d) By an issuer acting in collusion with the wrongdoer.
- (2) An issuer that is liable for wrongful registration of transfer under subsection (1) 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 s. 678.2101.
- (3) Except as otherwise provided in subsection (1) 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.
History.--s. 4, ch. 98-11.