§ 8-107 — Whether Indorsement, Instruction, or Entitlement Order is Effective

Section 8--107. Whether Indorsement, Instruction, or Entitlement Order\n is Effective.\n (a) "Appropriate person" means:\n (1) with respect to an indorsement, the person specified by a\n security certificate or by an effective special indorsement\n to be entitled to the security;\n (2) with respect to an instruction, the registered owner of an\n uncertificated security;\n (3) with respect to an entitlement order, the entitlement holder;\n (4) if the person designated in paragraph (1), (2), or (3) is\n deceased, the designated person's successor taking under\n other law or the designated person's personal representative\n acting for the estate of the decedent; or\n (5) if the person designated in paragraph (1), (2), or (3) lacks\n capacity, the designated person's guardian, conservator, or\n other similar representative who has power under other law to\n transfer the security or financial asset.\n (b) An indorsement, instruction, or entitlement order is effective if:\n (1) it is made by the appropriate person;\n (2) it is made by a person who has power under the law of agency\n to transfer the security or financial asset on behalf of the\n appropriate person, including, in the case of an instruction\n or entitlement order, a person who has control under Section\n 8--106(c)(2) or (d)(2); or\n (3) the appropriate person has ratified it or is otherwise\n precluded from asserting its ineffectiveness.\n (c) An indorsement, instruction, or entitlement order made by a\nrepresentative is effective even if:\n (1) the representative has failed to comply with a controlling\n instrument or with the law of the State having jurisdiction\n of the representative relationship, including any law\n requiring the representative to obtain court approval of the\n transaction; or\n (2) the representative's action in making the indorsement,\n instruction, or entitlement order or using the proceeds of\n the transaction is otherwise a breach of duty.\n (d) If a security is registered in the name of or specially indorsed\nto a person described as a representative, or if a securities account is\nmaintained in the name of a person described as a representative, an\nindorsement, instruction, or entitlement order made by the person is\neffective even though the person is no longer serving in the described\ncapacity.\n (e) Effectiveness of an indorsement, instruction, or entitlement order\nis determined as of the date the indorsement, instruction, or\nentitlement order is made, and an indorsement, instruction, or\nentitlement order does not become ineffective by reason of any later\nchange of circumstances.\n