2023 New York Laws › UCC - Uniform Commercial Code › Article 8 - Investment Securities › Part 1 - Short Title and General Matters › 8-106 - Control.

Section 8--106. Control.
(a) A  purchaser  has  "control"  of a certificated security in bearer
form if the certificated security is delivered to the purchaser.
(b) A purchaser has "control" of a certificated security in registered
form if the certificated security is delivered to the purchaser, and:
(1) the certificate is indorsed to the purchaser or in  blank  by
an effective indorsement; or
(2) the  certificate  is registered in the name of the purchaser,
upon original  issue  or  registration  of  transfer  by  the
issuer.
(c) A purchaser has "control" of an uncertificated security if:
(1) the uncertificated security is delivered to the purchaser; or
(2) the  issuer  has agreed that it will comply with instructions
originated by the purchaser without further  consent  by  the
registered owner.
(d) A purchaser has "control" of a security entitlement if:
(1) the purchaser becomes the entitlement holder;
(2) the  securities  intermediary  has agreed that it will comply
with entitlement orders originated by the  purchaser  without
further consent by the entitlement holder; or
(3) another  person  has  control  of the security entitlement on
behalf  of  the  purchaser  or,  having  previously  acquired
control of the security entitlement, acknowledges that it has
control on behalf of the purchaser.
(e) If  an  interest  in  a  security  entitlement  is  granted by the
entitlement  holder  to  the   entitlement   holder's   own   securities
intermediary, the securities intermediary has control.
(f) A  purchaser  who has satisfied the requirements of subsection (c)
or (d) has  control  even  if  the  registered  owner  in  the  case  of
subsection  (c)  or the entitlement holder in the case of subsection (d)
retains the right to make substitutions for the uncertificated  security
or security entitlement, to originate instructions or entitlement orders
to  the issuer or securities intermediary, or otherwise to deal with the
uncertificated security or security entitlement.
(g) An issuer or a securities  intermediary  may  not  enter  into  an
agreement  of  the kind described in subsection (c)(2) or (d)(2) without
the consent of the registered owner or entitlement holder, but an issuer
or a securities intermediary is not  required  to  enter  into  such  an
agreement  even  though  the  registered  owner or entitlement holder so
directs. An issuer or securities intermediary that has entered into such
an agreement is not required to confirm the existence of  the  agreement
to  another  party  unless requested to do so by the registered owner or
entitlement holder.
(h) Under subsection (c)(2) or (d)(2), authentication of a record does
not impose upon the issuer  or  securities  intermediary  any  duty  not
expressly  agreed  to  by  the  issuer or securities intermediary in the
record.
(i) A purchaser has "control" under subsection (c)(2) or  (d)(2)  even
if  any duty of the issuer or the securities intermediary to comply with
instructions or  entitlement  orders  originated  by  the  purchaser  is
subject  to  any  condition or conditions (other than further consent by
the registered owner or the entitlement holder).