§ 34.1-8-107 — Whether indorsement, instruction, or entitlement order is effective

(a) "Appropriate person" means:
(i) With respect to an indorsement, the person
specified by a security certificate or by an effective special
indorsement to be entitled to the security;
(ii) With respect to an instruction, the registered
owner of an uncertificated security;
(iii) With respect to an entitlement order, the
entitlement holder;
(iv) If the person designated in paragraph (i), (ii)
or (iii) of this subsection is deceased, the designated person's
successor taking under other law or the designated person's
personal representative acting for the estate of the decedent;
or
(v) If the person designated in paragraph (i), (ii)
or (iii) of this subsection lacks capacity, the designated
person's guardian, conservator, or other similar representative
who has power under other law to transfer the security or
financial asset.
(b) An indorsement, instruction, or entitlement order is
effective if:
(i) It is made by the appropriate person;
(ii) It is made by a person who has power under the
law of agency to transfer the security or financial asset on
behalf of the appropriate person, including, in the case of an
instruction or entitlement order, a person who has control under
W.S. 34.1-8-106(c)(ii) or (d)(ii); or
(iii) The appropriate person has ratified it or is
otherwise precluded from asserting its ineffectiveness.
(c) An indorsement, instruction, or entitlement order made
by a representative is effective even if:
(i) The representative has failed to comply with a
controlling instrument or with the law of the state having
jurisdiction of the representative relationship, including any
law requiring the representative to obtain court approval of the
transaction; or
(ii) The representative's action in making the
indorsement, instruction, or entitlement order or using the
proceeds of the transaction is otherwise a breach of duty.
(d) If a security is registered in the name of or
specially indorsed to a person described as a representative, or
if a securities account is maintained in the name of a person
described as a representative, an indorsement, instruction, or
entitlement order made by the person is effective even though
the person is no longer serving in the described capacity.
(e) Effectiveness of an indorsement, instruction, or
entitlement order is determined as of the date the indorsement,
instruction, or entitlement order is made, and an indorsement,
instruction, or entitlement order does not become ineffective by
reason of any later change of circumstances.