NY UCC § 8-202 (2021)
2021 New York Laws UCC - Uniform Commercial Code Article 8 - Investment Securities Part 2 - Issue and Issuer 8-202 - Issuer's Responsibility and Defenses; Notice of Defect or Defense.

Section 8--202. Issuer's  Responsibility  and Defenses; Notice of Defect                   or Defense.  (a) Even against a purchaser for value and without notice,  the  terms of  a  certificated security include terms stated on the certificate and terms made part of the security  by  reference  on  the  certificate  to another  instrument,  indenture,  or  document  or  to  a  constitution, statute, ordinance, rule, regulation, order, or the like, to the  extent the  terms  referred  to  do  not  conflict  with  terms  stated  on the certificate. A reference under this subsection does not of itself charge a purchaser for value with notice of a defect going to the  validity  of the  security,  even  if  the certificate expressly states that a person accepting it admits notice. The  terms  of  an  uncertificated  security include  those  stated in any instrument, indenture, or document or in a constitution, statute, ordinance, rule, regulation, order, or the  like, pursuant to which the security is issued.  (b) The  following rules apply if an issuer asserts that a security is not valid:       (1) A  security  other  than  one  issued  by  a  government   or            governmental  subdivision,  agency,  or instrumentality, even            though issued with a defect going to its validity,  is  valid            in  the  hands of a purchaser for value and without notice of            the particular defect unless the defect involves a  violation            of  a constitutional provision. In that case, the security is            valid in the hands of  a  purchaser  for  value  and  without            notice  of  the  defect, other than one who takes by original            issue.       (2) Paragraph (1) applies to an issuer that is  a  government  or            governmental  subdivision, agency, or instrumentality only if            there  has  been  substantial  compliance  with   the   legal            requirements governing the issue or the issuer has received a            substantial consideration for the issue as a whole or for the            particular  security and a stated purpose of the issue is one            for which the issuer has power to borrow money or  issue  the            security.  (c) Except   as   otherwise   provided  in  Section  8--205,  lack  of genuineness of a certificated  security  is  a  complete  defense,  even against a purchaser for value and without notice.  (d) All  other  defenses  of  the  issuer  of  a  security,  including nondelivery and conditional delivery  of  a  security,  are  ineffective against  a purchaser for value who has taken the security without notice of the particular defense.  (e) This section does not affect the right of  a  party  to  cancel  a contract  for  a security "when, as and if issued" or "when distributed" in the event of a material change in the character of the security  that is the subject of the contract or in the plan or arrangement pursuant to which the security is to be issued or distributed.  (f) If a security is held by a securities intermediary against whom an entitlement  holder  has  a  security  entitlement  with  respect to the security, the issuer may not assert any defense that  the  issuer  could not assert if the entitlement holder held the security directly.