reglab/statecodes huggingface dataset:
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 07. Warehouse Receipts, Bills of Lading, and Other Documents of Title › Article 3. Bills of Lading: Special Provisions. › Sec. 45.07.305. Destination bills.

(a) Instead of issuing a bill of lading to the consignor at the place of shipment, a carrier may, at the request of the consignor, procure the bill to be issued at destination or at any other place designated in the request.
(b) Upon request of a person entitled as against a carrier to control the goods while in transit and on surrender of possession or control of an outstanding bill of lading or other receipt covering the goods, the issuer, subject to AS 45.07.115, may procure a substitute bill to be issued at a place designated in the request.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 07. Warehouse Receipts, Bills of Lading, and Other Documents of Title › Article 3. Bills of Lading: Special Provisions. › Sec. 45.07.307. Lien of carrier.

(a) A carrier has a lien on the goods covered by a bill of lading or on the proceeds of the goods in its possession for charges after the date of the carrier's receipt of the goods for storage or transportation, including demurrage and terminal charges, and for expenses necessary for preservation of the goods incident to their transportation or reasonably incurred in their sale under law. However, against a purchaser for value of a negotiable bill of lading, a carrier's lien is limited to charges stated in the bill or the applicable tariffs, or, if no charges are stated, to a reasonable charge.
(b) A lien for charges and expenses under (a) of this section on goods that the carrier was required by law to receive for transportation is effective against the consignor or a person entitled to the goods unless the carrier had notice that the consignor lacked authority to subject the goods to the charges and expenses. Another lien under (a) of this section is effective against the consignor and a person who permitted the bailor to have control or possession of the goods unless the carrier had notice that the bailor lacked authority.
(c) A carrier loses its lien on goods that the carrier voluntarily delivers or unjustifiably refuses to deliver.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 07. Warehouse Receipts, Bills of Lading, and Other Documents of Title › Article 3. Bills of Lading: Special Provisions. › Sec. 45.07.308. Enforcement of carrier's lien.

(a) A carrier's lien on goods may be enforced by public or private sale of the goods, in bulk or in packages, at any time or place, and on terms that are commercially reasonable, after notifying all persons known to claim an interest in the goods. The notification must include a statement of the amount due, the nature of the proposed sale, and the time and place of any public sale. The fact that a better price could have been obtained by a sale at a different time or by a method different from that selected by the carrier is not of itself sufficient to establish that the sale was not made in a commercially reasonable manner. The carrier sells goods in a commercially reasonable manner if the carrier sells the goods in the usual manner in a recognized market for them, sells at the price current in that market at the time of the sale, or otherwise sells in conformity with commercially reasonable practices among dealers in the type of goods sold. A sale of more goods than apparently necessary to be offered to ensure satisfaction of the obligation is not commercially reasonable except in cases covered by the preceding sentence.
(b) Before a sale under this section, a person claiming a right in the goods may pay the amount necessary to satisfy the lien and the reasonable expenses incurred in complying with this section. In that event, the goods may not be sold but must be retained by the carrier, subject to the terms of the bill of lading and this chapter.
(c) A carrier may buy at a public sale under this section.
(d) A purchaser in good faith of goods sold to enforce a carrier's lien takes the goods free of the rights of persons against whom the lien was valid, despite the carrier's noncompliance with this section.
(e) A carrier may satisfy the carrier's lien from the proceeds of a sale under this section, but shall hold the balance, if any, for delivery on demand to a person to whom the carrier would have been bound to deliver the goods.
(f) The rights provided by this section are in addition to all other rights allowed by law to a creditor against a debtor.
(g) A carrier's lien may be enforced in accordance with either (a) of this section or the procedure set out in AS 45.07.210(b).
(h) A carrier is liable for damages caused by failure to comply with the requirements for sale under this section and, in case of wilful violation, is liable for conversion.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 07. Warehouse Receipts, Bills of Lading, and Other Documents of Title › Article 3. Bills of Lading: Special Provisions. › Sec. 45.07.309. Duty of care; contractual limitation of carrier's liability.

(a) A carrier who issues a bill of lading, whether negotiable or nonnegotiable, shall exercise the degree of care in relation to the goods that a reasonably careful person would exercise under similar circumstances. This subsection does not affect a statute, regulation, or rule of law that imposes liability on a common carrier for damages not caused by its negligence.
(b) Damages may be limited by a term in the bill of lading or in a transportation agreement that the carrier's liability may not exceed a value stated in the bill or transportation agreement if the carrier's rates are dependent on value and the consignor is afforded an opportunity to declare a higher value and the consigner is advised of this opportunity. However, the limitation is not effective with respect to the carrier's liability for conversion to its own use.
(c) Reasonable provisions as to the time and manner of presenting claims and commencing actions based on the shipment may be included in a bill of lading or a transportation agreement.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 07. Warehouse Receipts, Bills of Lading, and Other Documents of Title › Article 4. Warehouse Receipts and Bills of Lading: General Obligations. › Sec. 45.07.401. Irregularities in issue of receipt or bill or conduct of issuer.

The obligations imposed by this chapter on an issuer apply to a document of title even if
(1) the document does not comply with the requirements of this chapter or another statute, a regulation, or another rule of law regarding its issuance, form, or content;
(2) the issuer violated laws regulating the conduct of the issuer's business;
(3) the goods covered by the document were owned by the bailee when the document was issued; or
(4) the person issuing the document is not a warehouse but the document purports to be a warehouse receipt.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 07. Warehouse Receipts, Bills of Lading, and Other Documents of Title › Article 4. Warehouse Receipts and Bills of Lading: General Obligations. › Sec. 45.07.402. Duplicate document of title; overissue.

A duplicate or another document of title purporting to cover goods already represented by an outstanding document of the same issuer does not confer a right in the goods, except as provided in the case of tangible bills of lading in a set of parts, overissue of documents for fungible goods, substitutes for lost, stolen, or destroyed documents, or substitute documents issued under AS 45.07.115. The issuer is liable for damages caused by the issuer's overissue or failure to identify a duplicate document by a conspicuous notation.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 07. Warehouse Receipts, Bills of Lading, and Other Documents of Title › Article 4. Warehouse Receipts and Bills of Lading: General Obligations. › Sec. 45.07.403. Obligation of bailee to deliver; excuse.

(a) A bailee shall deliver the goods to a person entitled under a document of title if the person complies with (b) and (c) of this section, unless and to the extent that the bailee establishes any of the following:
(1) delivery of the goods to a person whose receipt was rightful as against the claimant;
(2) damage to or delay, loss, or destruction of the goods for which the bailee is not liable;
(3) previous sale or other disposition of the goods in lawful enforcement of a lien or on a warehouse's lawful termination of storage;
(4) the exercise by a seller of its right to stop delivery under AS 45.02.705 or by a lessor of its right to stop delivery under AS 45.12.526;
(5) a diversion, reconsignment, or other disposition under AS 45.07.303;
(6) release, satisfaction, or another personal defense against the claimant; or
(7) another lawful excuse.
(b) A person claiming goods covered by a document of title shall satisfy the bailee's lien if the bailee requests the person to satisfy the lien or if the bailee is prohibited by law from delivering the goods until the charges are paid.
(c) Unless the person claiming the goods is a person against whom the document of title does not confer a right under AS 45.07.503(a),
(1) the person claiming under a document shall surrender possession or control of an outstanding negotiable document covering the goods for cancellation or indication of partial deliveries; and
(2) the bailee shall cancel the document or conspicuously indicate in the document the partial delivery, or the bailee is liable to a person to whom the document is duly negotiated.
(d) [Repealed, § 113 ch 44 SLA 2009.]
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 07. Warehouse Receipts, Bills of Lading, and Other Documents of Title › Article 4. Warehouse Receipts and Bills of Lading: General Obligations. › Sec. 45.07.404. No liability for good faith delivery under document of title.

A bailee who, in good faith, has received goods and delivered or otherwise disposed of the goods according to the terms of a document of title or under this chapter is not liable for the goods even if the person
(1) from whom the bailee received the goods did not have authority to procure the document or to dispose of the goods; or
(2) to whom the bailee delivered the goods did not have authority to receive the goods.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 07. Warehouse Receipts, Bills of Lading, and Other Documents of Title › Article 5. Warehouse Receipts and Bills of Lading: Negotiation and Transfer. › Sec. 45.07.501. Form of negotiation and requirements of due negotiation.

(a) The following rules apply to a negotiable tangible document of title:
(1) if the document's original terms run to the order of a named person, the document is negotiated by the named person's endorsement and delivery; after the named person's endorsement in blank or to bearer, a person may negotiate the document by delivery alone;
(2) if the document's original terms run to bearer, it is negotiated by delivery alone;
(3) if the document's original terms run to the order of a named person and it is delivered to the named person, the effect is the same as if the document had been negotiated;
(4) negotiation of the document after it has been endorsed to a named person requires endorsement by the named person and delivery;
(5) a document is duly negotiated if it is negotiated in the manner stated in this subsection to a holder who purchases it in good faith, without notice of a defense against or claim to it on the part of a person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves receiving the document in settlement or payment of a monetary obligation.
(b) The following rules apply to a negotiable electronic document of title:
(1) if the document's original terms run to the order of a named person or to bearer, the document is negotiated by delivery of the document to another person; endorsement by the named person is not required to negotiate the document;
(2) if the document's original terms run to the order of a named person and the named person has control of the document, the effect is the same as if the document had been negotiated;
(3) a document is duly negotiated if it is negotiated in the manner stated in this subsection to a holder who purchases it in good faith, without notice of a defense against or claim to it on the part of a person, and for value, unless it is established that the negotiation is not in the regular course of business or financing or involves taking delivery of the document in settlement or payment of a monetary obligation.
(c) Endorsement of a nonnegotiable document of title does not make it negotiable or add to the transferee's rights.
(d) The naming in a negotiable bill of lading of a person to be notified of the arrival of the goods does not limit the negotiability of the bill or constitute notice to a purchaser of the bill of an interest of that person in the goods.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 07. Warehouse Receipts, Bills of Lading, and Other Documents of Title › Article 5. Warehouse Receipts and Bills of Lading: Negotiation and Transfer. › Sec. 45.07.502. Rights acquired by due negotiation.

(a) Subject to AS 45.07.205 and 45.07.503, a holder to whom a negotiable document of title has been duly negotiated acquires by the due negotiation
(1) title to the document;
(2) title to the goods;
(3) all rights accruing under the law of agency or estoppel, including rights to goods delivered to the bailee after the document was issued; and
(4) the direct obligation of the issuer to hold or deliver the goods according to the terms of the document free of a defense or claim by the issuer except those arising under the terms of the document or under this chapter, but, in the case of a delivery order, the bailee's obligation accrues only upon the bailee's acceptance of the delivery order, and the obligation acquired by the holder is that the issuer and any endorser will procure the acceptance of the bailee.
(b) Subject to AS 45.07.503, title and rights acquired by due negotiation are not defeated by a stoppage of the goods represented by the document of title or by surrender of the goods by the bailee and are not impaired even if
(1) the due negotiation or a prior due negotiation constituted a breach of duty;
(2) a person has been deprived of possession of a negotiable tangible document or control of a negotiable electronic document by misrepresentation, fraud, accident, mistake, duress, loss, theft, or conversion; or
(3) a previous sale or other transfer of the goods or document has been made to a third person.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 07. Warehouse Receipts, Bills of Lading, and Other Documents of Title › Article 5. Warehouse Receipts and Bills of Lading: Negotiation and Transfer. › Sec. 45.07.503. Document of title to goods defeated in certain cases.

(a) A document of title confers no right in goods against a person who, before issuance of the document, had a legal interest or a perfected security interest in the goods and who did not
(1) deliver or entrust the goods or a document of title covering the goods to the bailor or the bailor's nominee with
(A) actual or apparent authority to ship, store, or sell;
(B) power to obtain delivery under AS 45.07.403; or
(C) power of disposition under AS 45.02.403, AS 45.12.304(b), 45.12.305(b), AS 45.29.320, 45.29.321(c) or other statute or rule of law; or
(2) acquiesce in the procurement by the bailor or its nominee of a document.
(b) Title to goods based upon an unaccepted delivery order is subject to the rights of a person to whom a negotiable warehouse receipt or bill of lading covering the goods has been duly negotiated. That title may be defeated under AS 45.07.504 to the same extent as the rights of the issuer or a transferee from the issuer.
(c) Title to goods based upon a bill of lading issued to a freight forwarder is subject to the rights of a person to whom a bill issued by the freight forwarder is duly negotiated. However, delivery by the carrier in accordance with AS 45.07.401 - 45.07.404 under its own bill of lading discharges the carrier's obligation to deliver.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 07. Warehouse Receipts, Bills of Lading, and Other Documents of Title › Article 5. Warehouse Receipts and Bills of Lading: Negotiation and Transfer. › Sec. 45.07.504. Rights acquired in absence of due negotiation; effect of diversion; stoppage of delivery.

(a) A transferee of a document of title, whether negotiable or nonnegotiable, to whom the document has been delivered but not duly negotiated, acquires the title and rights that the transferor had or had actual authority to convey.
(b) In the case of a transfer of a nonnegotiable document of title, until, but not after, the bailee receives notice of the transfer, the rights of the transferee may be defeated
(1) by those creditors of the transferor who could treat the transfer as void under AS 45.02.402 or AS 45.12.308;
(2) by a buyer from the transferor in ordinary course of business if the bailee has delivered the goods to the buyer or received notification of the buyer's rights;
(3) by a lessee from the transferor in ordinary course of business if the bailee has delivered the goods to the lessee or received notification of the lessee's rights; or
(4) as against the bailee, by good faith dealings of the bailee with the transferor.
(c) A diversion or other change of shipping instructions by the consignor in a nonnegotiable bill of lading that causes the bailee not to deliver the goods to the consignee defeats the consignee's title to the goods if the goods have been delivered to a buyer in ordinary course of business or a lessee in ordinary course of business and, in any event, defeats the consignee's rights against the bailee.
(d) Delivery of the goods under a nonnegotiable document of title may be stopped by a seller under AS 45.02.705 or a lessor under AS 45.12.526, subject to the requirement of due notification in those sections. A bailee who honors the seller's or lessor's instructions is entitled to be indemnified by the seller or lessor against a resulting loss or expense.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 07. Warehouse Receipts, Bills of Lading, and Other Documents of Title › Article 5. Warehouse Receipts and Bills of Lading: Negotiation and Transfer. › Sec. 45.07.505. Endorser not guarantor for other parties.

The endorsement of a tangible document of title issued by a bailee does not make the endorser liable for a default by the bailee or previous endorsers.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 07. Warehouse Receipts, Bills of Lading, and Other Documents of Title › Article 5. Warehouse Receipts and Bills of Lading: Negotiation and Transfer. › Sec. 45.07.506. Delivery without endorsement; right to compel endorsement.

The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply a necessary endorsement, but the transfer becomes a negotiation only as of the time the endorsement is supplied.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 07. Warehouse Receipts, Bills of Lading, and Other Documents of Title › Article 5. Warehouse Receipts and Bills of Lading: Negotiation and Transfer. › Sec. 45.07.507. Warranties on negotiation or delivery of document of title.

If a person negotiates or delivers a document of title for value, other than as a mere intermediary under AS 45.07.508, unless otherwise agreed, the transferor, in addition to any warranty made in selling or leasing the goods, warrants to its immediate purchaser only that
(1) the document is genuine;
(2) the transferor does not have knowledge of a fact that would impair the document's validity or worth; and
(3) the negotiation or delivery is rightful and fully effective with respect to the title to the document and the goods it represents.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 07. Warehouse Receipts, Bills of Lading, and Other Documents of Title › Article 5. Warehouse Receipts and Bills of Lading: Negotiation and Transfer. › Sec. 45.07.508. Warranties of collecting bank as to documents of title.

A collecting bank or other intermediary known to be entrusted with documents of title on behalf of another or with collection of a draft or other claim against delivery of documents warrants by the delivery of the documents only its own good faith and authority even if the collecting bank or other intermediary has purchased or made advances against the claim or draft to be collected.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 07. Warehouse Receipts, Bills of Lading, and Other Documents of Title › Article 5. Warehouse Receipts and Bills of Lading: Negotiation and Transfer. › Sec. 45.07.509. Adequate compliance with commercial contract.

Whether a document of title is adequate to fulfill the obligations of a contract for sale or a contract for lease or the conditions of a letter of credit is determined by AS 45.02, AS 45.05, or AS 45.12.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 07. Warehouse Receipts, Bills of Lading, and Other Documents of Title › Article 6. Warehouse Receipts and Bills of Lading: Miscellaneous Provisions. › Sec. 45.07.601. Lost, stolen, or destroyed documents of title.

(a) If a document of title is lost, stolen, or destroyed, a court may order delivery of the goods or issuance of a substitute document, and the bailee may, without liability to any person, comply with the order. If the document was negotiable, a court may not order delivery of the goods or issuance of a substitute document without the claimant's posting security unless the court finds that any person who may suffer loss as a result of nonsurrender of possession or control of the document is adequately protected against the loss. If the document was nonnegotiable, the court may require security.
(b) A bailee who, without a court order, delivers goods to a person claiming under a missing negotiable document of title is liable to a person injured by the delivery. If the delivery is not in good faith, the bailee is liable for conversion. Delivery in good faith is not conversion if the claimant posts security with the bailee in an amount at least double the value of the goods at the time of posting to indemnify a person injured by the delivery who files a notice of claim within one year after the delivery.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 07. Warehouse Receipts, Bills of Lading, and Other Documents of Title › Article 6. Warehouse Receipts and Bills of Lading: Miscellaneous Provisions. › Sec. 45.07.602. Judicial process against goods covered by negotiable document of title.

Unless a document of title was originally issued upon delivery of the goods by a person who did not have power to dispose of them, a lien does not attach by virtue of a judicial process to goods in the possession of a bailee for which a negotiable document of title is outstanding unless possession or control of the document is first surrendered to the bailee or negotiation of the document is enjoined. The bailee may not be compelled to deliver the goods under process until possession or control of the document is surrendered to the bailee or to the court. A purchaser of the document for value without notice of the process or injunction takes free of the lien imposed by judicial process.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 07. Warehouse Receipts, Bills of Lading, and Other Documents of Title › Article 6. Warehouse Receipts and Bills of Lading: Miscellaneous Provisions. › Sec. 45.07.603. Conflicting claims; interpleader.

If more than one person claims title to or possession of the goods, the bailee is excused from delivery until the bailee has a reasonable time to ascertain the validity of the adverse claims or to commence an action for interpleader. The bailee may assert an interpleader either in defending an action for nondelivery of the goods or by original action.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 1. Short Title and General Matters. › Sec. 45.08.103. Rules for determining whether certain obligations and interests are securities or financial assets.

(a) A share or similar equity interest issued by a corporation, business trust, joint stock company, or similar entity is a security.
(b) An investment company security is a security.
(c) An interest in a partnership or limited liability company is not a security unless it is dealt in or traded on securities exchanges or in securities markets, its terms expressly provide that it is a security governed by this chapter, or it is an investment company security. However, an interest in a partnership or limited liability company is a financial asset if it is held in a securities account.
(d) A writing that is a security certificate is governed by this chapter and not by AS 45.03, even though it also meets the requirements of AS 45.03. However, a negotiable instrument governed by AS 45.03 is a financial asset if it is held in a securities account.
(e) An option or similar obligation issued by a clearing corporation to its participants is not a security but is a financial asset.
(f) A commodity contract, as defined in AS 45.29.102(a), is not a security or a financial asset.
(g) A document of title is not a financial asset unless AS 45.08.102(a)(10)(C) applies.
(h) In this section, “investment company security” means a share or similar equity interest issued by an entity that is registered as an investment company under federal investment company laws, an interest in a unit investment trust that is registered as an investment company under federal investment company laws, or a face-amount certificate issued by a face-amount certificate company that is registered as an investment company under federal investment company laws; “investment company security” does not include an insurance policy or endowment policy or annuity contract issued by an insurance company.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 1. Short Title and General Matters. › Sec. 45.08.104. Acquisition of security or financial asset or interest in security or financial asset.

(a) A person acquires a security or an interest in a security under this chapter if the person
(1) is a purchaser to whom a security is delivered under AS 45.08.301; or
(2) acquires a security entitlement to the security under AS 45.08.501.
(b) A person acquires a financial asset other than a security or an interest in a financial asset other than a security, under this chapter if the person acquires a security entitlement to the financial asset.
(c) A person who acquires a security entitlement to a security or other financial asset has the rights specified in AS 45.08.501 - 45.08.511, but is a purchaser of a security, security entitlement, or other financial asset held by the securities intermediary only to the extent provided in AS 45.08.503.
(d) Unless the context shows that a different meaning is intended, a person who is required by other law, regulation, rule, or agreement to transfer, deliver, present, surrender, exchange, or otherwise put in the possession of another person a security or financial asset satisfies that requirement by causing the other person to acquire an interest in the security or financial asset under (a) or (b) of this section.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 1. Short Title and General Matters. › Sec. 45.08.105. Notice of adverse claim.

(a) A person has notice of an adverse claim if
(1) the person knows of the adverse claim;
(2) the person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or
(3) the person has a duty, imposed by statute or regulation, to investigate whether an adverse claim exists, and the investigation required would establish the existence of the adverse claim.
(b) Having knowledge that a financial asset or interest in a financial asset is or has been transferred by a representative does not impose a duty of inquiry into the rightfulness of a transaction and is not notice of an adverse claim. However, a person who knows that a representative has transferred a financial asset or interest in a financial asset in a transaction that is, or whose proceeds are being used, for the individual benefit of the representative or otherwise in breach of duty has notice of an adverse claim.
(c) An act or event that creates a right to immediate performance of the principal obligation represented by a security certificate or sets a date on or after which the certificate is to be presented or surrendered for redemption or exchange does not itself constitute notice of an adverse claim except in the case of a transfer more than
(1) one year after a date set for presentment or surrender for redemption or exchange; or
(2) six months after a date set for payment of money against presentation or surrender of the certificate, if money was available for payment on that date.
(d) A purchaser of a certificated security has notice of an adverse claim if the security certificate
(1) whether in bearer or registered form, has been endorsed “for collection” or “for surrender” or for some other purpose not involving transfer; or
(2) is in bearer form and has on it an unambiguous statement that it is the property of a person other than the transferor, but the mere writing of a name on the certificate does not constitute this statement.
(e) Filing of a financing statement under AS 45.29 is not notice of an adverse claim to a financial asset.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 1. Short Title and General Matters. › Sec. 45.08.106. Control.

(a) A purchaser has control of a certificated security in bearer form if the certificated security is delivered to the purchaser.
(b) A purchaser has control of a certificated security in registered form if the certificated security is delivered to the purchaser, and the certificate is
(1) endorsed to the purchaser or in blank by an effective endorsement; or
(2) registered in the name of the purchaser, upon original issue or registration of transfer by the issuer.
(c) A purchaser has control of an uncertificated security if
(1) the uncertificated security is delivered to the purchaser; or
(2) the issuer has agreed that the issuer will comply with instructions originated by the purchaser without further consent by the registered owner.
(d) A purchaser has control of a security entitlement if
(1) the purchaser becomes the entitlement holder;
(2) the securities intermediary has agreed that the securities intermediary will comply with entitlement orders originated by the purchaser without further consent by the entitlement holder; or
(3) another person has control of the security entitlement on behalf of the purchaser or, having previously acquired control of the security entitlement, acknowledges that it has control on behalf of the purchaser.
(e) If an interest in a security entitlement is granted by the entitlement holder to the entitlement holder's own securities intermediary, the securities intermediary has control.
(f) A purchaser who has satisfied the requirements of (c) or (d) of this section has control even if the registered owner in the case of (c) of this section or the entitlement holder in the case of (d) of this section retains the right to make substitutions for the uncertificated security or security entitlement, to originate instructions or entitlement orders to the issuer or securities intermediary, or otherwise to deal with the uncertificated security or security entitlement.
(g) An issuer or a securities intermediary may not enter into an agreement described in (c)(2) or (d)(2) of this section without the consent of the registered owner or entitlement holder, but an issuer or a securities intermediary is not required to enter into an agreement even though the registered owner or entitlement holder directs the issuer or securities intermediary to enter into the agreement. An issuer or securities intermediary that has entered into an agreement is not required to confirm the existence of the agreement to another party unless requested to do so by the registered owner or entitlement holder. In this subsection, “agreement” means an agreement described in (c)(2) or (d)(2) of this section.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 1. Short Title and General Matters. › Sec. 45.08.107. Whether endorsement, instruction, or entitlement order is effective.

(a) An endorsement, instruction, or entitlement order is effective if
(1) it is made by the appropriate person;
(2) 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 AS 45.08.106(c)(2) or (d)(2); or
(3) the appropriate person has ratified it or is otherwise precluded from asserting its ineffectiveness.
(b) An endorsement, instruction, or entitlement order made by a representative is effective even if
(1) the representative has failed to comply with a controlling instrument or with the law of the state having jurisdiction of the representative relationship, including a law requiring the representative to obtain court approval of the transaction; or
(2) the representative's action in making the endorsement, instruction, or entitlement order or using the proceeds of the transaction is otherwise a breach of duty.
(c) If a security is registered in the name of or specially endorsed 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 endorsement, instruction, or entitlement order made by the person is effective even though the person no longer serves in the described capacity.
(d) Effectiveness of an endorsement, instruction, or entitlement order is determined as of the date the endorsement, instruction, or entitlement order is made, and an endorsement, instruction, or entitlement order does not become ineffective by reason of any later change of circumstances.
(e) In this chapter, “appropriate person” means
(1) with respect to an endorsement, the person specified by a security certificate or by an effective special endorsement to be entitled to the security;
(2) with respect to an instruction, the registered owner of an uncertificated security;
(3) with respect to an entitlement order, the entitlement holder;
(4) if the person designated in (1), (2), or (3) 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
(5) if the person designated in (1), (2), or (3) 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.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 1. Short Title and General Matters. › Sec. 45.08.109. Warranties in indirect holding.

(a) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that
(1) the entitlement order is made by an appropriate person, or if the entitlement order is by an agent, the agent has actual authority to act on behalf of the appropriate person; and
(2) there is no adverse claim to the security entitlement.
(b) A person who delivers a security certificate to a securities intermediary for credit to a securities account or originates an instruction with respect to an uncertificated security directing that the uncertificated security be credited to a securities account makes to the securities intermediary the warranties specified in AS 45.08.108(a) or (b).
(c) If a securities intermediary delivers a security certificate to its entitlement holder or causes its entitlement holder to be registered as the owner of an uncertificated security, the securities intermediary makes to the entitlement holder the warranties specified in AS 45.08.108(a) or (b).
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 1. Short Title and General Matters. › Sec. 45.08.112. Creditor's legal process.

(a) The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making the attachment or levy, except as otherwise provided in (d) of this section. However, a certificated security for which the certificate has been surrendered to the issuer may be reached by a creditor by legal process upon the issuer.
(b) The interest of a debtor in an uncertificated security may be reached by a creditor only by legal process upon the issuer at its chief executive office in the United States, except as otherwise provided in (d) of this section.
(c) The interest of a debtor in a security entitlement may be reached by a creditor only by legal process upon the securities intermediary with whom the debtor's securities account is maintained, except as otherwise provided in (d) of this section.
(d) The interest of a debtor in a certificated security for which the certificate is in the possession of a secured party, or in an uncertificated security registered in the name of a secured party, or a security entitlement maintained in the name of a secured party, may be reached by a creditor by legal process upon the secured party.
(e) A creditor whose debtor is the owner of a certificated security, uncertificated security, or security entitlement is entitled to aid from a court of competent jurisdiction, by injunction or otherwise, in reaching the certificated security, uncertificated security, or security entitlement or in satisfying the claim by means allowed at law or in equity in regard to property that cannot readily be reached by other legal process.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 1. Short Title and General Matters. › Sec. 45.08.113. Statute of frauds inapplicable.

A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within one year of its making.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 1. Short Title and General Matters. › Sec. 45.08.114. Evidentiary rules concerning certificated securities.

The following rules apply in an action on a certificated security against the issuer:
(1) unless specifically denied in the pleadings, each signature on a security certificate or in a necessary endorsement is admitted;
(2) if the effectiveness of a signature is put in issue, the burden of establishing effectiveness is on the party claiming under the signature, but the signature is presumed to be genuine or authorized;
(3) if signatures on a security certificate are admitted or established, production of the certificate entitles a holder to recover on it unless the defendant establishes a defense or a defect going to the validity of the security;
(4) if it is shown that a defense or defect exists, the plaintiff has the burden of establishing that the plaintiff or some person under whom the plaintiff claims is a person against whom the defense or defect cannot be asserted.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 1. Short Title and General Matters. › Sec. 45.08.115. Securities intermediary and others not liable to adverse claimant.

A securities intermediary that has transferred a financial asset under an effective entitlement order, or a broker or other agent or bailee that has dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an adverse claim to the financial asset, unless the securities intermediary, broker, other agent, or bailee
(1) took the action after it had been served with an injunction, restraining order, or other legal process enjoining it from doing so, issued by a court of competent jurisdiction, and had a reasonable opportunity to act on the injunction, restraining order, or other legal process;
(2) acted in collusion with the wrongdoer in violating the rights of the adverse claimant; or
(3) in the case of a security certificate that has been stolen, acted with notice of the adverse claim.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 1. Short Title and General Matters. › Sec. 45.08.116. Securities intermediary as purchaser for value.

A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a purchaser for value of the financial asset. A securities intermediary that acquires a security entitlement to a financial asset from another securities intermediary acquires the security entitlement for value if the securities intermediary acquiring the security entitlement establishes a security entitlement to the financial asset in favor of an entitlement holder.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 2. Issue - Issuer. › Sec. 45.08.201. “Issuer”.

(a) With respect to obligations on or defenses to a security, “issuer” includes a person who
(1) places or authorizes the placing of the person's name on a security certificate, other than as authenticating trustee, registrar, transfer agent, or the like, to evidence a share, participation, or other interest in the person's property or in an enterprise, or to evidence the person's duty to perform an obligation represented by the certificate;
(2) creates shares, participations, or other interests in that person's property or in an enterprise, or undertakes obligations, if the shares, participations, interests, or obligations are uncertificated securities;
(3) directly or indirectly creates fractional interests in the person's rights or property, if the fractional interests are represented by security certificates; or
(4) becomes responsible for, or in place of, another person described as an issuer in this section.
(b) With respect to obligations on or defenses to a security, a guarantor is an issuer to the extent of the guarantor's guarantee, whether or not the guarantor's obligation is noted on a security certificate.
(c) With respect to registration of a transfer, “issuer” means a person on whose behalf transfer books are maintained.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 2. Issue - Issuer. › Sec. 45.08.202. 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 an instrument, indenture, or document or in a constitution, statute, ordinance, rule, regulation, order, or the like, under 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) of this subsection 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 AS 45.08.205, 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 certificated security, are ineffective against a purchaser for value who has taken the certificated 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 a “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 under 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 a defense that the issuer could not assert if the entitlement holder held the security directly.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 2. Issue - Issuer. › Sec. 45.08.203. Staleness as notice of defects or defenses.

(a) After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or setting a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice of any defect in the security's issue or defense of the issuer, if the act or event
(1) requires the payment of money, the delivery of certificated securities, the registration of transfer of uncertificated securities, or any of these on presentation or surrender of the security certificate, the money or securities are available on the date set for payment or exchange, and the purchaser takes the security more than one year after that date; or
(2) is not covered by (1) of this subsection and the purchaser takes the security more than two years after the date set for surrender or presentation or the date on which performance became due.
(b) [Repealed, § 68 ch 17 SLA 1996.]
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 2. Issue - Issuer. › Sec. 45.08.204. Effect of issuer's restriction on transfer.

A restriction on transfer of a security imposed by the issuer, even though otherwise lawful, is ineffective against a person without knowledge of the restriction unless the security
(1) is certificated and the restriction is noted conspicuously on the security certificate; or
(2) is uncertificated and the registered owner has been notified of the restriction.