reglab/statecodes huggingface dataset:
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 2. Issue - Issuer. › Sec. 45.08.205. Effect of unauthorized signature on security certificate.

An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by
(1) an authenticating trustee, registrar, transfer agent, or other person entrusted by the issuer with the signing of the security certificate or of similar security certificates, or the immediate preparation for signing of any of them; or
(2) an employee of the issuer, or of a person listed in (1) of this section, entrusted with responsible handling of the security certificate.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 2. Issue - Issuer. › Sec. 45.08.206. Completion or alteration of certificated security.

(a) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in another respect,
(1) a person may complete it by filling in the blanks as authorized; and
(2) even if the blanks are incorrectly filled in, the security certificate as completed is enforceable by a purchaser who takes it for value and without notice of the incorrectness.
(b) A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms.
(c) [Repealed, § 68 ch 17 SLA 1996.]
(d) [Repealed, § 68 ch 17 SLA 1996.]
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 2. Issue - Issuer. › Sec. 45.08.207. Rights and duties of issuer with respect to registered owners.

(a) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an uncertificated security, the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, to receive notifications, and otherwise to exercise all the rights and powers of an owner.
(b) [Repealed, § 68 ch 17 SLA 1996.]
(c) [Repealed, § 68 ch 17 SLA 1996.]
(d) [Repealed, § 68 ch 17 SLA 1996.]
(e) [Repealed, § 68 ch 17 SLA 1996.]
(f) [Repealed, § 68 ch 17 SLA 1996.]
(g) This chapter does not affect the liability of the registered owner of a security for calls, assessments, or the like.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 2. Issue - Issuer. › Sec. 45.08.208. Effect of signature of authenticating trustee, registrar, or transfer agent.

(a) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of the particular defect, that
(1) the certificate is genuine;
(2) the person's own participation in the issue of the security is within the person's capacity and within the scope of the authority received by the person from the issuer; and
(3) the person has reasonable grounds to believe that the certificated security is in the form and within the amount the issuer is authorized to issue.
(b) Unless otherwise agreed, a person signing under (a) of this section does not assume responsibility for the validity of the security in other respects.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 2. Issue - Issuer. › Sec. 45.08.210. Overissue.

(a) Except as otherwise provided in (b) and (c) of this section, the provisions of AS 45.08.201 - 45.08.210 that validate a security or compel its issue or reissue do not apply to the extent that validation, issue, or reissue would result in overissue.
(b) If an identical security not constituting an overissue is reasonably available for purchase, a person entitled to issue or validation may compel the issuer to purchase the security and deliver it if certificated or register its transfer if uncertificated, against surrender of any security certificate the person holds.
(c) If a security is not reasonably available for purchase, a person entitled to issue or validation may recover from the issuer the price the person or the last purchaser for value paid for it with interest from the date of the person's demand.
(d) In this section, “overissue” means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue does not occur if appropriate action has cured the overissue.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 3. Purchase. › Sec. 45.08.301. Delivery.

(a) Delivery of a certificated security to a purchaser occurs when
(1) the purchaser acquires possession of the security certificate;
(2) another person, other than a securities intermediary, either acquires possession of the security certificate on behalf of the purchaser or, having previously acquired possession of the certificate, acknowledges that it holds for the purchaser; or
(3) a securities intermediary acting on behalf of the purchaser acquires possession of the security certificate, only if the certificate is in registered form and is
(A) registered in the name of the purchaser;
(B) payable to the order of the purchaser; or
(C) specially endorsed to the purchaser by an effective endorsement and has not been endorsed to the securities intermediary or in blank.
(b) Delivery of an uncertificated security to a purchaser occurs when
(1) the issuer registers the purchaser as the registered owner, upon original issue or registration of transfer; or
(2) another person, other than a securities intermediary, either becomes the registered owner of the uncertificated security on behalf of the purchaser or, having previously become the registered owner, acknowledges that it holds for the purchaser.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 3. Purchase. › Sec. 45.08.302. Rights of purchaser.

(a) Except as otherwise provided in (b) and (c) of this section, a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer.
(b) A purchaser of a limited interest acquires rights only to the extent of the interest purchased.
(c) A purchaser of a certificated security who as a previous holder had notice of an adverse claim does not improve its position by taking from a protected purchaser.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 3. Purchase. › Sec. 45.08.303. Protected purchaser.

(a) In this chapter, “protected purchaser” means a purchaser of a certificated or uncertificated security, or of an interest in the security, who gives value, does not have notice of an adverse claim to the security, and obtains control of the certificated or uncertificated security.
(b) In addition to acquiring the rights of a purchaser, a protected purchaser also acquires the interest in the security free of any adverse claim.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 3. Purchase. › Sec. 45.08.304. Endorsement.

(a) An endorsement may be in blank or special. An endorsement in blank includes an endorsement to bearer. A special endorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank endorsement to a special endorsement.
(b) An endorsement purporting to be only of part of a security certificate representing units intended by the issuer to be separately transferable is effective to the extent of the endorsement.
(c) An endorsement, whether special or in blank, does not constitute a transfer until delivery of the certificate on which it appears or, if the endorsement is on a separate document, until delivery of both the document and the certificate.
(d) If a security certificate in registered form has been delivered to a purchaser without a necessary endorsement, the purchaser may become a protected purchaser only when the endorsement is supplied. However, against a transferor, a transfer is complete upon delivery and the purchaser has a specifically enforceable right to have any necessary endorsement supplied.
(e) An endorsement of a security certificate in bearer form may give notice of an adverse claim to the certificate, but it does not otherwise affect a right to registration that the holder possesses.
(f) Unless otherwise agreed, a person making an endorsement assumes only the obligations provided in AS 45.08.108 and not an obligation that the security will be honored by the issuer.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 3. Purchase. › Sec. 45.08.305. Instruction.

(a) If an instruction has been originated by an appropriate person but is incomplete in another respect, any person may complete the instruction as authorized and the issuer may rely on the instruction as completed, even though the instruction has been completed incorrectly.
(b) Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by AS 45.08.108 and not an obligation that the security will be honored by the issuer.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 3. Purchase. › Sec. 45.08.306. Effect of guaranteeing signature, endorsement, or instruction.

(a) A person who guarantees a signature of an endorser of a security certificate warrants that at the time of signing
(1) the signature was genuine;
(2) the signer was an appropriate person to endorse, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person; and
(3) the signer had legal capacity to sign.
(b) A person who guarantees a signature of the originator of an instruction warrants that at the time of signing
(1) the signature was genuine;
(2) the signer was an appropriate person to originate the instruction, or if the signature is by an agent, the agent had actual authority to act on behalf of the appropriate person, if the person specified in the instruction as the registered owner was, in fact, the registered owner, but the signature guarantor does not make a warranty that the person specified in the instruction as the registered owner was, in fact, the registered owner; and
(3) the signer had legal capacity to sign.
(c) A person who specially guarantees the signature of an originator of an instruction makes the warranties of a signature guarantor under (b) of this section and also warrants that at the time the instruction is presented to the issuer
(1) the person specified in the instruction as the registered owner of the uncertificated security will be the registered owner; and
(2) the transfer of the uncertificated security requested in the instruction will be registered by the issuer free from all liens, security interests, restrictions, and claims other than those specified in the instruction.
(d) A guarantor under (a) and (b) of this section or a special guarantor under (c) of this section does not otherwise warrant the rightfulness of the transfer.
(e) A person who guarantees an endorsement of a security certificate makes the warranties of a signature guarantor under (a) of this section and also warrants the rightfulness of the transfer in all respects.
(f) A person who guarantees an instruction requesting the transfer of an uncertificated security makes the warranties of a special signature guarantor under (c) of this section and also warrants the rightfulness of the transfer in all respects.
(g) An issuer may not require a special guarantee of signature, a guarantee of endorsement, or a guarantee of instruction as a condition to registration of transfer.
(h) The warranties under this section are made to a person taking or dealing with the security in reliance on the guarantee, and the guarantor is liable to the person for loss resulting from their breach. An endorser or originator of an instruction whose signature, endorsement, or instruction has been guaranteed is liable to a guarantor for loss suffered by the guarantor as a result of breach of the warranties of the guarantor.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 3. Purchase. › Sec. 45.08.307. Purchaser's right to requisites for registration of transfer.

Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other requisite necessary to obtain registration of the transfer of the security, but if the transfer is not for value, a transferor does not need to comply unless the purchaser pays the necessary expenses. If the transferor fails within a reasonable time to comply with the demand, the purchaser may reject or rescind the transfer.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 4. Registration. › Sec. 45.08.401. Duty of issuer to register transfer.

(a) If a certificated security in registered form is presented to the issuer with a request to register transfer or an instruction is presented to the issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if
(1) under the terms of the security the person seeking registration of transfer is eligible to have the security registered in the person's name;
(2) the endorsement or instruction is made by the appropriate person or by an agent who has actual authority to act on behalf of the appropriate person;
(3) reasonable assurance is given under AS 45.08.402 that the endorsement or instruction is genuine and authorized;
(4) applicable law relating to the collection of taxes has been complied with;
(5) the transfer does not violate a restriction on transfer imposed by the issuer under AS 45.08.204;
(6) a demand that the issuer not register transfer has not become effective under AS 45.08.403, or the issuer has complied with AS 45.08.403(b) but legal process or indemnity bond is not obtained under AS 45.08.403(d); and
(7) the transfer is in fact rightful or is to a protected purchaser.
(b) If an issuer is under a duty to register a transfer of a security, the issuer is liable to a person presenting a certificated security or an instruction for registration or to the person's principal for loss resulting from an unreasonable delay in registration or failure or refusal to register the transfer.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 4. Registration. › Sec. 45.08.402. Assurance that endorsements and instructions are effective.

(a) An issuer may require the following assurance that each necessary endorsement or each instruction is genuine and authorized:
(1) in all cases, a guarantee of the signature of the person making an endorsement or originating an instruction including, in the case of an instruction, reasonable assurance of identity;
(2) if the endorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign;
(3) if the endorsement is made or the instruction is originated by a fiduciary under AS 45.08.107(e)(4) or (5), appropriate evidence of appointment or incumbency;
(4) if there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and
(5) if the endorsement is made or the instruction is originated by a person not covered by another provision of this subsection, assurance appropriate to the case corresponding as nearly as may be to the provisions of this subsection.
(b) [Repealed, § 68 ch 17 SLA 1996.]
(c) An issuer may elect to require reasonable assurance beyond that specified in this section.
(d) In this section,
(1) “appropriate evidence of appointment or incumbency” means
(A) in the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of the court or an officer of the court and dated within 60 days before the date of presentation for transfer; or
(B) in any other case, a copy of a document showing the appointment or a certificate issued by or on behalf of a person reasonably believed by the issuer to be responsible or, in the absence of that document or certificate, other evidence the issuer reasonably considers to be appropriate;
(2) “guarantee of the signature” means a guarantee signed by or on behalf of a person reasonably believed by the issuer to be responsible; an issuer may adopt standards with respect to responsibility if the standards are not manifestly unreasonable.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 4. Registration. › Sec. 45.08.403. Demand that issuer not register transfer.

(a) A person who is an appropriate person to make an endorsement or originate an instruction may demand that the issuer not register transfer of a security by communicating to the issuer a notification that identifies the registered owner and the issue of which the security is a part and provides an address for communications directed to the person making the demand. The demand is effective only if it is received by the issuer at a time and in a manner affording the issuer reasonable opportunity to act on it.
(b) If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to an issuer with a request to register transfer of an uncertificated security after a demand that the issuer not register transfer has become effective, the issuer shall promptly communicate to the person who initiated the demand at the address provided in the demand and to the person who presented the security for registration of transfer or initiated the instruction requesting registration of transfer a notification stating that
(1) the certificated security has been presented for registration of transfer or the instruction for registration of transfer of the uncertificated security has been received;
(2) a demand that the issuer not register transfer had previously been received; and
(3) the issuer will withhold registration of transfer for a period of time stated in the notification in order to provide the person who initiated the demand an opportunity to obtain legal process or an indemnity bond.
(c) The period described in (b)(3) of this section may not exceed 30 days after the date of communication of the notification. A shorter period may be specified by the issuer if it is not manifestly unreasonable.
(d) An issuer is not liable to a person who initiated a demand that the issuer not register transfer for loss the person suffers as a result of registration of a transfer under an effective endorsement or instruction if the person who initiated the demand does not, within the time stated in the issuer's communication, either
(1) obtain an appropriate restraining order, injunction, or other process from a court of competent jurisdiction enjoining the issuer from registering the transfer; or
(2) file with the issuer an indemnity bond, sufficient in the issuer's judgment to protect the issuer and any transfer agent, registrar, or other agent of the issuer involved from a loss the issuer, transfer agent, registrar, or other agent of the issuer may suffer by refusing to register the transfer.
(e) This section does not relieve an issuer from liability for registering transfer under an endorsement or instruction that was not effective.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 4. Registration. › Sec. 45.08.404. Wrongful registration.

(a) Except as otherwise provided in AS 45.08.406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to the security and the transfer was registered
(1) under an ineffective endorsement or instruction;
(2) after a demand that the issuer not register transfer became effective under AS 45.08.403(a) and the issuer did not comply with AS 45.08.403(b);
(3) after the issuer had been served with an injunction, restraining order, or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or
(4) by an issuer acting in collusion with the wrongdoer.
(b) An issuer that is liable for wrongful registration of transfer under (a) of this section on demand shall provide the person entitled to the security with a like certificated or uncertificated security, and payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer's liability to provide the person with a like security is governed by AS 45.08.210.
(c) Except as otherwise provided in (a) of this section or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made under an effective endorsement or instruction.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 4. Registration. › Sec. 45.08.405. Lost, destroyed, and stolen certificated securities.

(a) [Repealed, § 68 ch 17 SLA 1996.]
(b) If the owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed, or wrongfully taken, the issuer shall issue a new certificate if the owner
(1) so requests before the issuer has notice that the certificate has been acquired by a protected purchaser;
(2) files with the issuer a sufficient indemnity bond; and
(3) satisfies other reasonable requirements imposed by the issuer.
(c) If, after the issue of a new security certificate, a protected purchaser of the original certificate presents the original certificate for registration of transfer, the issuer shall register the transfer unless an overissue would result. In that case, the issuer's liability is governed by AS 45.08.210. In addition to rights on the indemnity bond, an issuer may recover the new certificate from a person to whom it was issued or a person taking under that person, except a protected purchaser.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 4. Registration. › Sec. 45.08.406. Obligation to notify issuer of lost, destroyed, or wrongfully taken security certificate.

If a security certificate has been lost, apparently destroyed, or wrongfully taken, the owner fails to notify the issuer of the loss, destruction, or taking within a reasonable time after the owner has notice of the loss, destruction, or taking, and the issuer registers a transfer of the security before receiving notification, the owner may not assert against the issuer a claim for registering the transfer under AS 45.08.404 or a claim to a new security certificate under AS 45.08.405.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 4. Registration. › Sec. 45.08.407. Authenticating trustee, transfer agent, and registrar.

A person acting as authenticating trustee, transfer agent, registrar, or other agent for an issuer in the registration of a transfer of its securities, in the issue of new security certificates or uncertificated securities, or in the cancellation of surrendered security certificates has the same obligation to the holder or owner of a certificated or uncertificated security with regard to the particular functions performed as the issuer has in regard to those functions.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 5. Security Entitlements. › Sec. 45.08.501. Acquisition of security entitlement from securities intermediary; securities account.

(a) Except as otherwise provided in (b) and (c) of this section, a person acquires a security entitlement if a securities intermediary
(1) indicates by book entry that a financial asset has been credited to the person's securities account;
(2) receives a financial asset from the person or acquires a financial asset for the person and, in either case, accepts the asset for credit to the person's securities account; or
(3) becomes obligated under another law, regulation, or rule to credit a financial asset to the person's securities account.
(b) If a condition of (a) of this section has been met, a person has a security entitlement even if the securities intermediary does not itself hold the financial asset.
(c) If a securities intermediary holds a financial asset for another person, and the financial asset is registered in the name of, payable to the order of, or specially endorsed to the other person, and has not been endorsed to the securities intermediary or in blank, the other person is treated as holding the financial asset directly rather than as having a security entitlement with respect to the financial asset.
(d) Issuance of a security is not establishment of a security entitlement.
(e) In this chapter, “securities account” means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintaining the account undertakes to treat the person for whom the account is maintained as entitled to exercise the rights that comprise the financial asset.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 5. Security Entitlements. › Sec. 45.08.502. Assertion of adverse claim against entitlement holder.

An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against a person who acquires a security entitlement under AS 45.08.501 for value and without notice of the adverse claim.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 5. Security Entitlements. › Sec. 45.08.503. Property interest of entitlement holder in financial asset held by securities intermediary.

(a) To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in that financial asset held by the securities intermediary are held by the securities intermediary for the entitlement holders, are not property of the securities intermediary, and are not subject to claims of creditors of the securities intermediary, except as otherwise provided in AS 45.08.511.
(b) An entitlement holder's property interest with respect to a particular financial asset under (a) of this section is a pro rata property interest in all interests in that financial asset held by the securities intermediary, without regard to the time the entitlement holder acquired the security entitlement or the time the securities intermediary acquired the interest in that financial asset.
(c) An entitlement holder's property interest with respect to a particular financial asset under (a) of this section may not be enforced against the securities intermediary unless the interest is enforced by exercising the entitlement holder's rights under AS 45.08.505 - 45.08.508.
(d) An entitlement holder's property interest with respect to a particular financial asset under (a) of this section may not be enforced against a purchaser of the financial asset or of an interest in the financial asset, unless
(1) insolvency proceedings have been initiated by or against the securities intermediary;
(2) the securities intermediary does not have sufficient interests in the financial asset to satisfy the security entitlements of all of the intermediary's entitlement holders to that financial asset;
(3) the securities intermediary violated the intermediary's obligations under AS 45.08.504 by transferring the financial asset or interest in the financial asset to the purchaser; and
(4) the purchaser is not protected under (f) of this section.
(e) Under (d) of this section, the trustee or other liquidator, acting on behalf of all entitlement holders having security entitlements with respect to a particular financial asset, may recover the financial asset, or the interest in the financial asset, from the purchaser; if the trustee or other liquidator elects not to pursue this right of recovery, an entitlement holder whose security entitlement remains unsatisfied has the right to recover the entitlement holder's interest in the financial asset from the purchaser.
(f) An action based on the entitlement holder's property interest with respect to a particular financial asset under (a) of this section, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against a purchaser of a financial asset or an interest in a financial asset who gives value, obtains control, and does not act in collusion with the securities intermediary in violating the securities intermediary's obligations under AS 45.08.504.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 5. Security Entitlements. › Sec. 45.08.504. Duty of securities intermediary to maintain financial asset.

(a) A securities intermediary shall promptly obtain and maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements the securities intermediary has established in favor of the securities intermediary's entitlement holders with respect to that financial asset. The securities intermediary may maintain those financial assets directly or through one or more other securities intermediaries.
(b) Except to the extent otherwise agreed by its entitlement holder, a securities intermediary may not grant a security interest in a financial asset the securities intermediary is obligated to maintain under (a) of this section.
(c) A securities intermediary satisfies the duty in (a) of this section if
(1) the securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(2) in the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to obtain and maintain the financial asset.
(d) This section does not apply to a clearing corporation if the clearing corporation is the obligor of an option or similar obligation to which the entitlement holders of the clearing corporation have security entitlements.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 5. Security Entitlements. › Sec. 45.08.505. Duty of securities intermediary with respect to payments and distributions.

(a) A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary satisfies the duty if
(1) the securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(2) in the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to attempt to obtain the payment or distribution.
(b) A securities intermediary is obligated to the securities intermediary's entitlement holder for a payment or distribution made by the issuer of a financial asset if the payment or distribution is received by the securities intermediary.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 5. Security Entitlements. › Sec. 45.08.506. Duty of securities intermediary to exercise rights as directed by entitlement holder.

A securities intermediary shall exercise rights with respect to a financial asset if directed by an entitlement holder to exercise the rights. A securities intermediary satisfies the duty if
(1) the securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(2) in the absence of agreement, the securities intermediary either places the entitlement holder in a position to exercise the rights directly or exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 5. Security Entitlements. › Sec. 45.08.507. Duty of securities intermediary to comply with entitlement order.

(a) A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has had reasonable opportunity to assure itself that the entitlement order is genuine and authorized, and the securities intermediary has had reasonable opportunity to comply with the entitlement order. A securities intermediary satisfies the duty if
(1) the securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary; or
(2) in the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to comply with the entitlement order.
(b) If a securities intermediary transfers a financial asset under an ineffective entitlement order, the securities intermediary shall reestablish a security entitlement in favor of the person entitled to the entitlement order, and pay or credit payments or distributions that the person did not receive as a result of the wrongful transfer. If the securities intermediary does not reestablish a security entitlement, the securities intermediary is liable to the entitlement holder for damages.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 5. Security Entitlements. › Sec. 45.08.508. Duty of securities intermediary to change entitlement holder's position to other form of security holding.

A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for which the entitlement holder is eligible or to cause the financial asset to be transferred to a securities account of the entitlement holder with another securities intermediary. A securities intermediary satisfies the duty if
(1) the securities intermediary acts as agreed upon by the entitlement holder and the securities intermediary; or
(2) in the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 5. Security Entitlements. › Sec. 45.08.509. Specification of duties of securities intermediary by other statute, regulation, or rule; manner of performance of duties of securities intermediary and exercise of rights of entitlement holder.

(a) If the substance of a duty imposed upon a securities intermediary by AS 45.08.504 - 45.08.508 is the subject of other statute, regulation, or rule, compliance with that statute, regulation, or rule satisfies the duty.
(b) To the extent that specific standards for the performance of the duties of a securities intermediary or the exercise of the rights of an entitlement holder are not specified by other statute, regulation, or rule or by agreement between the securities intermediary and entitlement holder, the securities intermediary shall perform the duties of the securities intermediary and the entitlement holder shall exercise the rights of the entitlement holder in a commercially reasonable manner.
(c) The obligation of a securities intermediary to perform the duties imposed by AS 45.08.504 - 45.08.508 is subject to the rights of the securities intermediary
(1) arising out of a security interest under a security agreement with the entitlement holder or otherwise; and
(2) under other law, regulation, rule, or agreement to withhold performance of the duties of the securities intermediary as a result of unfulfilled obligations of the entitlement holder to the securities intermediary.
(d) AS 45.08.504 - 45.08.508 do not require a securities intermediary to take action that is prohibited by other statute, regulation, or rule.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 5. Security Entitlements. › Sec. 45.08.510. Rights of purchaser of security entitlement from entitlement holder.

(a) In a case not covered by the priority rules in AS 45.29 or the rules stated in (c) of this section, an action based on an adverse claim to a financial asset or security entitlement, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against a person who purchases a security entitlement, or an interest in a security entitlement, from an entitlement holder if the purchaser gives value, does not have notice of the adverse claim, and obtains control.
(b) If an adverse claim could not have been asserted against an entitlement holder under AS 45.08.502, the adverse claim cannot be asserted against a person who purchases a security entitlement, or an interest in a security entitlement, from the entitlement holder.
(c) In a case not covered by the priority rules in AS 45.29, a purchaser for value of a security entitlement, or an interest in a security entitlement, who obtains control has priority over a purchaser of a security entitlement, or an interest in a security entitlement, who does not obtain control. Except as otherwise provided in (d) of this section, purchasers who have control rank according to priority in time of
(1) the purchaser's becoming the person for whom the securities account in which the security entitlement is carried is maintained, if the purchaser obtained control under AS 45.08.106(d)(1);
(2) the securities intermediary's agreement to comply with the purchaser's entitlement orders with respect to security entitlements carried or to be carried in the securities account in which the security entitlement is carried if the purchaser obtained control under AS 45.08.106(d)(2); or
(3) if the purchaser obtained control through another person under AS 45.08.106(d)(3), the time on which priority would be based under this subsection if the other person were the secured party.
(d) A securities intermediary as purchaser has priority over a conflicting purchaser who has control unless otherwise agreed by the securities intermediary.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 08. Investment Securities › Article 5. Security Entitlements. › Sec. 45.08.511. Priority among security interests and entitlement holders.

(a) Except as otherwise provided in (b) and (c) of this section, if a securities intermediary does not have sufficient interests in a particular financial asset to satisfy both the securities intermediary's obligations to entitlement holders who have security entitlements to that financial asset and the securities intermediary's obligation to a creditor of the securities intermediary who has a security interest in the financial asset, the claims of entitlement holders, other than the creditor, have priority over the claim of the creditor.
(b) A claim of a creditor of a securities intermediary who has a security interest in a financial asset held by a securities intermediary has priority over claims of the securities intermediary's entitlement holders who have security entitlements with respect to the financial asset if the creditor has control over the financial asset.
(c) If a clearing corporation does not have sufficient financial assets to satisfy both the clearing corporation's obligations to entitlement holders who have security entitlements with respect to a financial asset and the clearing corporation's obligation to a creditor of the clearing corporation who has a security interest in the financial asset, the claim of the creditor has priority over the claims of entitlement holders.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 10. Alaska Retail Installment Sales Act › Sec. 45.10.010. The contract document.

(a) A retail installment contract must be contained in a single document. The document must contain the entire agreement of the parties including promissory notes and other evidences of indebtedness between the parties relating to the transaction, except as provided in AS 45.10.040, 45.10.050, and 45.10.100.
(b) If the buyer's obligation to pay the time balance is represented by a promissory note secured by a chattel mortgage, a provision of the mortgage by which the buyer undertakes to do something besides pay a sum certain in money is considered to be contained in a separate document for the purpose of determining the negotiability of the note unless the provision is expressly incorporated in the note by reference to the provision of the mortgage.
(c) The contract must be dated, signed by the retail buyer, and completed as to all essential provisions, except as otherwise provided in AS 45.10.050 and 45.10.060.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 10. Alaska Retail Installment Sales Act › Sec. 45.10.020. Buyer's copy.

The retail seller shall deliver to the retail buyer, or mail to the buyer at the address shown on the retail installment contract, a copy of the contract as accepted by the seller. Until the seller does so, the buyer is obligated to pay only the cash sale price. An acknowledgment by the buyer of delivery of a copy of the contract must appear directly above the buyer's signature.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 10. Alaska Retail Installment Sales Act › Sec. 45.10.030. Contents of contract.

(a) The retail installment contract must contain the names of the seller and the buyer, the place of business of the seller, the residence or other address of the buyer as named by the buyer, and a description or identification of the goods sold or to be sold or services furnished or rendered or to be furnished or rendered. The contract must also contain the following items:
(1) the cash sale price of each item of goods or services;
(2) the amount of the buyer's down payment, identifying the amounts paid in money and allowed for goods traded in;
(3) the difference between items (1) and (2);
(4) the aggregate amount included for insurance, if a separate identified charge is made for insurance, specifying the types of insurance and the terms of coverage;
(5) the aggregate amount of official fees;
(6) the principal balance, which is the sum of items (3), (4), (5), and (11);
(7) the amount or rate of the service charge;
(8) any other charges;
(9) the amount of the time balance owed by the buyer to the seller, which is the sum of items (6), (7), if (7) is stated in a dollar amount, (8), and (11);
(10) except as provided in (c) of this section, the maximum number of installment payments required and the amount of each installment and the due date of each payment necessary to pay the balance;
(11) if the retail installment contract is for the sale of a motor vehicle, the amount, if any, that the seller agrees to pay to discharge an outstanding obligation of the buyer under an existing motor vehicle agreement, loan, installment sales contract, or lease.
(b) Additional items may be included to explain the calculations involved in determining the balance to be paid by the buyer.
(c) If the installment payments other than the final payment are stated as a series of equal scheduled amounts and if the amount of the final installment payment does not substantially exceed the scheduled amount of each preceding installment payment, the maximum number of payments and the amount and due date of each payment need not be separately stated, and the amount of the scheduled final installment payment may be stated as the remaining unpaid balance. The due date of the first installment payment may be fixed by a day or date or may be fixed by reference to the date of the contract or to the time of delivery or installation.
(d) The contract is not required to state the items in (a) of this section in the order stated in (a) of this section.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 10. Alaska Retail Installment Sales Act › Sec. 45.10.040. Other documents.

(a) A retail installment contract may be contained in more than one document, if one is an original document signed by the retail buyer stated to be applicable to purchase of goods or services to be made by the retail buyer from time to time. In this case the document, together with the sales slip, account book, or other written statement relating to each purchase, must set out all of the information required by AS 45.10.030 and constitute the retail installment contract for each purchase.
(b) On each succeeding purchase under the original document, the sales slip, account book, or other written statement may at the option of the seller constitute the memorandum required by AS 45.10.100.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 10. Alaska Retail Installment Sales Act › Sec. 45.10.050. Catalog or printed solicitation.

(a) A retail installment contract, or retail charge agreement, negotiated and entered into by mail or telephone without personal solicitation by a salesman or representative of the seller and based upon a catalog of the seller or other printed solicitation of business, if the catalog or other printed solicitation clearly sets out the cash sale prices and other terms of sales to be made through this medium, shall be made as provided in this section. The provisions of this chapter with respect to retail installment contracts and retail charge agreements are applicable to these sales, except that the retail installment contract when completed by the buyer need not contain the items required by AS 45.10.030.
(b) When the retail installment contract is received from the retail buyer, the seller shall prepare a written memorandum containing all of the information required by AS 45.10.030 to be included in a retail installment contract. Instead of delivering a copy of the contract to the retail buyer as provided in AS 45.10.020, the seller shall deliver to the buyer a copy of the memorandum before the due date of the first installment payable under the contract. If the catalog or other printed solicitation does not set out all of the other terms of sales in addition to the cash sales prices, the memorandum shall be delivered to the buyer before or at the time of delivery of the goods or services.
2023 Alaska Statutes › Title 45. Trade and Commerce › Chapter 10. Alaska Retail Installment Sales Act › Sec. 45.10.060. Signing of incomplete contracts.

The seller may not obtain the signature of the buyer to a contract if it contains blank spaces of items that are essential provisions of the transaction, except as provided in AS 45.10.050. However, if delivery of the goods is not made at the time of the execution of the contract, the identifying numbers or marks of the goods or similar information and the due date of the first installment may be inserted by the seller in the seller's counterpart of the contract after it has been signed by the buyer.