reglab/statecodes huggingface dataset:
2023 Delaware Code › Title 6 - Commerce and Trade › Article 7. Documents of Title › Part 5. Warehouse Receipts and Bills of Lading: Negotiation and Transfer › § 7-504. Rights acquired in absence of due negotiation; effect of diversion; stoppage of delivery.

§§ 7-504. 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 which the document has been delivered but not duly negotiated, acquires the title and rights that its 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 which could treat the transfer as void under § 2-402 or 2A-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 which 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 pursuant to a nonnegotiable document of title may be stopped by a seller under § 2-705 or a lessor under § 2A-526, subject to the requirements of due notification in those sections. A bailee that honors the seller's or lessor's instructions is entitled to be indemnified by the seller or lessor against any resulting loss or expense.
5A Del. C. 1953, §§  7-504;  55 Del. Laws, c. 349;  74 Del. Laws, c. 332, §  39;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 7. Documents of Title › Part 5. Warehouse Receipts and Bills of Lading: Negotiation and Transfer › § 7-505. Indorser not guarantor for other parties.

§§ 7-505. Indorser not guarantor for other parties.
The indorsement of a tangible document of title issued by a bailee does not make the indorser liable for any default by the bailee or previous indorsers.
5A Del. C. 1953, §§  7-505;  55 Del. Laws, c. 349;  74 Del. Laws, c. 332, §  39;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 7. Documents of Title › Part 5. Warehouse Receipts and Bills of Lading: Negotiation and Transfer › § 7-506. Delivery without indorsement: right to compel indorsement.

§§ 7-506. Delivery without indorsement:
right to compel indorsement.
The transferee of a negotiable tangible document of title has a specifically enforceable right to have its transferor supply any necessary indorsement, but the transfer becomes a negotiation only as of the time the indorsement is supplied.
5A Del. C. 1953, §§  7-506;  55 Del. Laws, c. 349;  74 Del. Laws, c. 332, §  39;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 7. Documents of Title › Part 5. Warehouse Receipts and Bills of Lading: Negotiation and Transfer › § 7-507. Warranties on negotiation or delivery of document of title.

§§ 7-507. Warranties on negotiation or delivery of document of title.
If a person negotiates or delivers a document of title for value, otherwise than as a mere intermediary under Section 7-508, 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 any 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.
5A Del. C. 1953, §§  7-507;  55 Del. Laws, c. 349;  74 Del. Laws, c. 332, §  39;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 7. Documents of Title › Part 5. Warehouse Receipts and Bills of Lading: Negotiation and Transfer › § 7-508. Warranties of collecting bank as to documents of title.

§§ 7-508. 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.
5A Del. C. 1953, §§  7-508;  55 Del. Laws, c. 349;  74 Del. Laws, c. 332, §  39;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 7. Documents of Title › Part 5. Warehouse Receipts and Bills of Lading: Negotiation and Transfer › § 7-509. Adequate compliance with commercial contract.

§§ 7-509. Adequate compliance with commercial contract.
Whether a document of title is adequate to fulfill the obligations of a contract for sale, a contract for lease, or the conditions of a letter of credit is determined by Article 2, 2A, or 5.
5A Del. C. 1953, §§  7-509;  55 Del. Laws, c. 349;  74 Del. Laws, c. 332, §  39;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 7. Documents of Title › Part 6. Warehouse Receipts and Bills of Lading: Miscellaneous Provisions › § 7-601. Lost, stolen, or destroyed documents of title.

§§ 7-601. 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 it finds that any person that 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. The court may also order payment of the bailee's reasonable costs and attorney's fees in any action under this subsection.
(b) A bailee that, without a court order, delivers goods to a person claiming under a missing negotiable document of title is liable to any person injured thereby. 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 any person injured by the delivery which files a notice of claim within one year after the delivery.
5A Del. C. 1953, §§  7-601;  55 Del. Laws, c. 349;  74 Del. Laws, c. 332, §  39;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 7. Documents of Title › Part 6. Warehouse Receipts and Bills of Lading: Miscellaneous Provisions › § 7-602. Judicial process against goods covered by negotiable document of title.

§§ 7-602. 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 that did not have power to dispose of them, a lien does not attach by virtue of any 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 the document's negotiation is enjoined. The bailee may not be compelled to deliver the goods pursuant to 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.
5A Del. C. 1953, §§  7-602;  55 Del. Laws, c. 349;  74 Del. Laws, c. 332, §  39;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 7. Documents of Title › Part 6. Warehouse Receipts and Bills of Lading: Miscellaneous Provisions › § 7-603. Conflicting claims; interpleader.

§§ 7-603. 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.
5A Del. C. 1953, §§  7-603;  55 Del. Laws, c. 349;  74 Del. Laws, c. 332, §  39;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 7. Documents of Title › Part 7. Miscellaneous Provisions › § 7-701. Applicability.

§§ 7-701. Applicability.
References in this part to this “act” refer to the legislative enactment by which this part is added to the Uniform Commercial Code. This act applies to a document of title that is issued or a bailment that arises on or after the effective date of this act. This act does not apply to a document of title that is issued or a bailment that arises before the effective date of this act even if the document of title or bailment would be subject to this Act if the document of title had been issued or bailment had arisen on or after the effective date of this act. This act does not apply to a right of action that has accrued before the effective date of this act.
74 Del. Laws, c. 332, §  39;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 7. Documents of Title › Part 7. Miscellaneous Provisions › § 7-702. Savings clause.

§§ 7-702. Savings clause.
A document of title issued or a bailment that arises before the effective date of this act and the rights, obligations, and interests flowing from that document or bailment are governed by any statute or other rule amended or repealed by this Act as if amendment or repeal had not occurred and may be terminated, completed, consummated, or enforced under that statute or other rule.
74 Del. Laws, c. 332, §  39;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 1. Short Title and General Matters › § 8-101. Short title.

§§ 8-101. Short title.
This Article may be cited as Uniform Commercial Code—Investment Securities.
5A Del. C. 1953, §§  8-101;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 1. Short Title and General Matters › § 8-103. Rules for determining whether certain obligations and interests are securities or financial assets.

§§ 8-103. 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, statutory trust, joint stock company, or similar entity is a security.
(b) An “investment company security” is a security. “Investment company security” means a share or similar equity interest issued by an entity that is registered as an investment company under the federal investment company laws, an interest in a unit investment trust that is so registered, or a face-amount certificate issued by a face-amount certificate company that is so registered. Investment company security does not include an insurance policy or endowment policy or annuity contract issued by an insurance company.
(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 Article, 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 Article and not by Article 3, even though it also meets the requirements of that Article. However, a negotiable instrument governed by Article 3 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 Section 9-102(a)(15), is not a security or a financial asset.
(g) A document of title is not a financial asset unless Section 8-102(a)(9)(iii) applies.
(h) A controllable account, controllable electronic record, or controllable payment intangible is not a financial asset unless Section 8-102(a)(9)(iii) applies.
71 Del. Laws, c. 75, §  1;  72 Del. Laws, c. 401, §  18;  73 Del. Laws, c. 329, §  6;  74 Del. Laws, c. 332, §  41;  84 Del. Laws, c. 174, § 38;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 1. Short Title and General Matters › § 8-104. Acquisition of security or financial asset or interest therein.

§§ 8-104. Acquisition of security or financial asset or interest therein.
(a) A person acquires a security or an interest therein, under this Article, if:
(1) the person is a purchaser to whom a security is delivered pursuant to Section 8-301; or
(2) the person acquires a security entitlement to the security pursuant to Section 8-501.
(b) A person acquires a financial asset, other than a security, or an interest therein, under this Article, 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 Part 5, but is a purchaser of any security, security entitlement, or other financial asset held by the securities intermediary only to the extent provided in Section 8-503.
(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 pursuant to subsection (a) or (b).
71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 1. Short Title and General Matters › § 8-105. Notice of adverse claim.

§§ 8-105. 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 so required would establish the existence of the adverse claim.
(b) Having knowledge that a financial asset or interest therein is or has been transferred by a representative imposes no 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 therein 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 is not such a statement.
(e) Filing of a financing statement under Article 9 is not notice of an adverse claim to a financial asset.
5A Del. C. 1953, §§  8-304;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 1. Short Title and General Matters › § 8-107. Whether endorsement, instruction, or entitlement order is effective.

§§ 8-107. Whether endorsement, instruction, or entitlement order is effective.
(a) “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 paragraph (1), (2), or (3) 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 paragraph (1), (2), or (3) lacks capacity, the designated person's guardian, conservator, or other similar representative who has power under other law to transfer the security or financial asset.
(b) An 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 Section 8-106(c)(2) or (d)(2); or
(3) the appropriate person has ratified it or is otherwise precluded from asserting its ineffectiveness.
(c) 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 any 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.
(d) 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 is no longer serving in the described capacity.
(e) 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.
71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 1. Short Title and General Matters › § 8-109. Warranties in indirect holding.

§§ 8-109. 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 Section 8-108(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 Section 8-108(a) or (b).
5A Del. C. 1953, §§  8-306;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 1. Short Title and General Matters › § 8-111. Clearing corporation rules.

§§ 8-111. Clearing corporation rules.
A rule adopted by a clearing corporation governing rights and obligations among the clearing corporation and its participants in the clearing corporation is effective even if the rule conflicts with this subtitle and affects another party who does not consent to the rule.
71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 1. Short Title and General Matters › § 8-112. Creditor's legal process.

§§ 8-112. Creditor's legal process.
(a) Except to the extent otherwise provided or permitted by §§ 169 and 324 of Title 8, §§ 365, 366 and Chapter 35 of Title 10, and subsection (d) hereof, 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. 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) Except to the extent otherwise provided or permitted by §§ 169 and 324 of Title 8, §§ 365, 366 and Chapter 35 of Title 10, and subsection (d) hereof, 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.
(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 subsection (d).
(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.
5A Del. C. 1953, §§  8-317;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 1. Short Title and General Matters › § 8-113. Statute of frauds inapplicable.

§§ 8-113. 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.
5A Del. C. 1953, §§  8-319;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 1. Short Title and General Matters › § 8-114. Evidentiary rules concerning certificated securities.

§§ 8-114. 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.
71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 1. Short Title and General Matters › § 8-115. Securities intermediary and others not liable to adverse claimant.

§§ 8-115. Securities intermediary and others not liable to adverse claimant.
A securities intermediary that has transferred a financial asset pursuant to 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, or broker or 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; or
(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.
71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 1. Short Title and General Matters › § 8-116. Securities intermediary as purchaser for value.

§§ 8-116. 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.
71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 2. Issue and Issuer › § 8-201. Issuer.

§§ 8-201. Issuer.
(a) With respect to an obligation on or a defense to a security, an “issuer” includes a person that:
(1) places or authorizes the placing of its 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 its property or in an enterprise, or to evidence its duty to perform an obligation represented by the certificate;
(2) creates a share, participation, or other interest in its property or in an enterprise, or undertakes an obligation, that is an uncertificated security;
(3) directly or indirectly creates a fractional interest in its rights or property, if the fractional interest is represented by a security certificate; or
(4) becomes responsible for, or in place of, another person described as an issuer in this section.
(b) With respect to an obligation on or defense to a security, a guarantor is an issuer to the extent of its guaranty, whether or not its obligation is noted on a security certificate.
(c) With respect to a registration of a transfer, issuer means a person on whose behalf transfer books are maintained.
5A Del. C. 1953, §§  8-201;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 2. Issue and Issuer › § 8-203. Staleness as notice of defect or defense.

§§ 8-203. Staleness as notice of defect or defense.
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 its issue or defense of the issuer, if the act or event:
(1) requires the payment of money, the delivery of a certificated security, the registration of transfer of an uncertificated security, or any of them on presentation or surrender of the security certificate, the money or security is 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 paragraph (1) 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.
5A Del. C. 1953, §§  8-203;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 2. Issue and Issuer › § 8-204. Effect of issuer's restriction on transfer.

§§ 8-204. Effect of issuer's restriction on transfer.
A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless:
(1) the security is certificated and the restriction is noted conspicuously on the security certificate; or
(2) the security is uncertificated and the registered owner has been notified of the restriction.
5A Del. C. 1953, §§  8-204;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 2. Issue and Issuer › § 8-205. Effect of unauthorized signature on certificated security.

§§ 8-205. Effect of unauthorized signature on certificated security.
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 any of the persons listed in paragraph (1), entrusted with responsible handling of the security certificate.
5A Del. C. 1953, §§  8-205;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 2. Issue and Issuer › § 8-206. Completion or alteration of certificated security.

§§ 8-206. Completion or alteration of certificated security.
(a) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect:
(1) any 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 took 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.
5A Del. C. 1953, §§  8-206;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 2. Issue and Issuer › § 8-207. Rights and duties of issuer with respect to registered owners.

§§ 8-207. 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, receive notifications, and otherwise exercise all the rights and powers of an owner.
(b) This Article does not affect the liability of the registered owner of a security for a call, assessment, or the like.
5A Del. C. 1953, §§  8-207;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 2. Issue and Issuer › § 8-208. Effect of signature of authenticating trustee, registrar, or transfer agent.

§§ 8-208. 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 a 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 subsection (a) does not assume responsibility for the validity of the security in other respects.
5A Del. C. 1953, §§  8-208;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 2. Issue and Issuer › § 8-209. Issuer's lien.

§§ 8-209. Issuer's lien.
A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is noted conspicuously on the security certificate.
5A Del. C. 1953, §§  8-103;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 2. Issue and Issuer › § 8-210. Overissue.

§§ 8-210. Overissue.
(a) 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.
(b) Except as otherwise provided in subsections (c) and (d), the provisions of this Article which validate a security or compel its issue or reissue do not apply to the extent that validation, issue, or reissue would result in overissue.
(c) 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.
(d) 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.
71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 3. Transfer of Certificated and Uncertificated Securities › § 8-301. Delivery.

§§ 8-301. 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 (i) registered in the name of the purchaser, (ii) payable to the order of the purchaser, or (iii) specially indorsed to the purchaser by an effective indorsement and has not been indorsed 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.
5A Del. C. 1953, §§  8-313;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1;  72 Del. Laws, c. 401, §  22;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 3. Transfer of Certificated and Uncertificated Securities › § 8-302. Rights of purchaser.

§§ 8-302. Rights of purchaser.
(a) Except as otherwise provided in subsections (b) and (c), 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.
5A Del. C. 1953, §§  8-301;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1;  72 Del. Laws, c. 401, §  23;  74 Del. Laws, c. 332, §  42;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 3. Transfer of Certificated and Uncertificated Securities › § 8-303. Protected purchaser.

§§ 8-303. Protected purchaser.
(a) “Protected purchaser” means a purchaser of a certificated or uncertificated security, or of an interest therein, who:
(1) gives value;
(2) does not have notice of any adverse claim to the security; and
(3) obtains control of the certificated or uncertificated security.
(b) A protected purchaser acquires its interest in the security free of any adverse claim.
5A Del. C. 1953, §§  8-302;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1;  84 Del. Laws, c. 174, § 41;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 3. Transfer of Certificated and Uncertificated Securities › § 8-304. Endorsement.

§§ 8-304. 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 Section 8-108 and not an obligation that the security will be honored by the issuer.
5A Del. C. 1953, §§  8-308;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 3. Transfer of Certificated and Uncertificated Securities › § 8-305. Instruction.

§§ 8-305. Instruction.
(a) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly.
(b) Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by Section 8-108 and not an obligation that the security will be honored by the issuer.
5A Del. C. 1953, §§  8-308;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 3. Transfer of Certificated and Uncertificated Securities › § 8-306. Effect of guaranteeing signature, endorsement, or instruction.

§§ 8-306. 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, as to which fact the signature guarantor does not make a warranty; 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 subsection (b) 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 subsections (a) and (b) or a special guarantor under subsection (c) 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 subsection (a) 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 subsection (c) and also warrants the rightfulness of the transfer in all respects.
(g) An issuer may not require a special guaranty of signature, a guaranty of endorsement, or a guaranty 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 guaranty, 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 any loss suffered by the guarantor as a result of breach of the warranties of the guarantor.
5A Del. C. 1953, §§  8-312;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 3. Transfer of Certificated and Uncertificated Securities › § 8-307. Purchaser's right to requisites for registration of transfer.

§§ 8-307. 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 need not 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.
5A Del. C. 1953, §§  8-316;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1;
2023 Delaware Code › Title 6 - Commerce and Trade › Article 8. Investment Securities › Part 4. Registration › § 8-401. Duty of issuer to register transfer.

§§ 8-401. Duty of issuer to register transfer.
(a) 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, 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 its 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 that the endorsement or instruction is genuine and authorized (Section 8-402);
(4) any applicable law relating to the collection of taxes has been complied with;
(5) the transfer does not violate any restriction on transfer imposed by the issuer in accordance with Section 8-204;
(6) a demand that the issuer not register transfer has not become effective under Section 8-403, or the issuer has complied with Section 8-403(b) but no legal process or indemnity bond is obtained as provided in Section 8-403(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 unreasonable delay in registration or failure or refusal to register the transfer.
5A Del. C. 1953, §§  8-401;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1;