§ 18-11-8 — § 18-11-8. Non-liability of third persons.

§ 18-11-8. Non-liability of third persons.

(a) No person who participates in the acquisition, disposition, assignment, or transfer of a security by or to a fiduciary, including a person who guarantees the signature of the fiduciary, is liable for participation in any breach of fiduciary duty by reason of failure to inquire whether the transaction involves a breach, unless it is shown that the person acted with actual knowledge that the proceeds of the transaction were being or were to be used wrongfully for the individual benefit of the fiduciary or that the transaction was otherwise in breach of duty.

(b) If a corporation or transfer agent makes a transfer pursuant to an assignment by a fiduciary, a person who guaranteed the signature of the fiduciary is not liable on the guarantee to any person to whom the corporation or transfer agent, by reason of this chapter, incurs no liability.

(c) This section does not impose any liability upon the corporation or its transfer agent.

Legislative History

P.L. 1959, ch. 85, § 8.