reglab/statecodes huggingface dataset:
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 7 - Documents of Title › § 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. (Added 2015, No. 51, § B.3, eff. June 3, 2015.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 7 - Documents of Title › § 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 of this title, 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. (Added 2015, No. 51, § B.3, eff. June 3, 2015.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 7 - Documents of Title › § 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. (Added 2015, No. 51, § B.3, eff. June 3, 2015.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 7 - Documents of Title › § 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 of this title. (Added 2015, No. 51, § B.3, eff. June 3, 2015.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 7 - Documents of Title › § 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. (Added 2015, No. 51, § B.3, eff. June 3, 2015.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 7 - Documents of Title › § 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. (Added 2015, No. 51, § B.3, eff. June 3, 2015.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 7 - Documents of Title › § 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. (Added 2015, No. 51, § B.3, eff. June 3, 2015.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 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, 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 subdivision 9—102(a)(15), is not a security or a financial asset.
(g) A document of title is not a financial asset unless subdivision 8-102(a)(9)(iii) of this title applies. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 1999, No. 106 (Adj. Sess.), § 17, eff. July 1, 2001; 2015, No. 51, § B.8, eff. June 3, 2015.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 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 of this title; or
(2) the person acquires a security entitlement to the security pursuant to section 8—501 of this title.
(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 of this article, 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 of this title.
(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) of this section. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 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 indorsed “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 of this title is not notice of an adverse claim to a financial asset. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—106. Control

§ 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) of this section has control, even if the registered owner in the case of subsection (c) of this section or the entitlement holder in the case of subsection (d) of this section retains the right to make substitutions for the uncertificated security or security entitlement, to originate instructions or entitlement orders to the issuer or securities intermediary, or otherwise to deal with the uncertificated security or security entitlement.
(g) An issuer or a securities intermediary may not enter into an agreement of the kind described in subdivision (c)(2) or (d)(2) of this section without the consent of the registered owner or entitlement holder, but an issuer or a securities intermediary is not required to enter into 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. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 1999, No. 106 (Adj. Sess.), § 18, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—107. Whether indorsement, instruction, or entitlement order is effective

§ 8—107. Whether indorsement, instruction, or entitlement order is effective
(a) “Appropriate person” means:
(1) with respect to an indorsement, the person specified by a security certificate or by an effective special indorsement 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 subdivision (1), (2), or (3) of this subsection is deceased, the designated person’s successor taking under other law or the designated person’s personal representative acting for the estate of the decedent; or
(5) if the person designated in subdivision (1), (2), or (3) of this subsection lacks capacity, the designated person’s guardian, conservator, or other similar representative who has power under other law to transfer the security or financial asset.
(b) An indorsement, 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 subdivision 8—106(c)(2) or (d)(2) of this title; or
(3) the appropriate person has ratified it or is otherwise precluded from asserting its ineffectiveness.
(c) An indorsement, 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 indorsement, 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 indorsed 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 indorsement, 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 indorsement, instruction, or entitlement order is determined as of the date the indorsement, instruction, or entitlement order is made, and an indorsement, instruction, or entitlement order does not become ineffective by reason of any later change of circumstances. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 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 subsection 8—108(a) or (b) of this title.
(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 subsection 8—108(a) or (b) of this title. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 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 article and affects another party who does not consent to the rule. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—112. Creditor’s legal process

§ 8—112. Creditor’s legal process
(a) The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by the officer making the attachment or levy, except as otherwise provided in subsection (d) of this section. However, a certificated security for which the certificate has been surrendered to the issuer may be reached by a creditor by legal process upon the issuer.
(b) The interest of a debtor in an uncertificated security may be reached by a creditor only by legal process upon the issuer at its chief executive office in the United States, except as otherwise provided in subsection (d) of this section.
(c) The interest of a debtor in a security entitlement may be reached by a creditor only by legal process upon the securities intermediary with whom the debtor’s securities account is maintained, except as otherwise provided in subsection (d) of this section.
(d) The interest of a debtor in a certificated security for which the certificate is in the possession of a secured party, or in an uncertificated security registered in the name of a secured party, or a security entitlement maintained in the name of a secured party, may be reached by a creditor by legal process upon the secured party.
(e) A creditor whose debtor is the owner of a certificated security, uncertificated security, or security entitlement is entitled to aid from a court of competent jurisdiction, by injunction or otherwise, in reaching the certificated security, uncertificated security, or security entitlement or in satisfying the claim by means allowed at law or in equity in regard to property that cannot readily be reached by other legal process. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 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. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 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 indorsement 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. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 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;
(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. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 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. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 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. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 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 subdivision (1) of this section 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. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 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. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—205. Effect of unauthorized signature on security certificate

§ 8—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 any of the persons listed in subdivision (1) of this section, entrusted with responsible handling of the security certificate. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—206. Completion or alteration of security certificate

§ 8—206. Completion or alteration of security certificate
(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. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 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. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 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) of this section does not assume responsibility for the validity of the security in other respects. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 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. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 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) of this section, 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. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment 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. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 1999, No. 106 (Adj. Sess.), § 20, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—302. Rights of purchaser

§ 8—302. Rights of purchaser
(a) Except as otherwise provided in subsections (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. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997; amended 1999, No. 106 (Adj. Sess.), § 21, eff. July 1, 2001.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment 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) In addition to acquiring the rights of a purchaser, a protected purchaser also acquires its interest in the security free of any adverse claim. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—304. Indorsement

§ 8—304. Indorsement
(a) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a special indorsement.
(b) An indorsement 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 indorsement.
(c) An indorsement, whether special or in blank, does not constitute a transfer until delivery of the certificate on which it appears or, if the indorsement 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 indorsement, the purchaser may become a protected purchaser only when the indorsement is supplied. However, against a transferor, a transfer is complete upon delivery and the purchaser has a specifically enforceable right to have any necessary indorsement supplied.
(e) An indorsement 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 indorsement assumes only the obligations provided in section 8—108 of this title and not an obligation that the security will be honored by the issuer. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment 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 of this title and not an obligation that the security will be honored by the issuer. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—306. Effect of guaranteeing signature, indorsement, or instruction

§ 8—306. Effect of guaranteeing signature, indorsement, or instruction
(a) A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing:
(1) the signature was genuine;
(2) the signer was an appropriate person to indorse, 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) 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 subsections (a) and (b) of this section or a special guarantor under subsection (c) of this section does not otherwise warrant the rightfulness of the transfer.
(e) A person who guarantees an indorsement of a security certificate makes the warranties of a signature guarantor under subsection (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 subsection (c) of this section 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 indorsement, 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 indorser or originator of an instruction whose signature, indorsement, 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. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment 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. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 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 indorsement 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 indorsement or instruction is genuine and authorized (section 8—402 of this title);
(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 of this title;
(6) a demand that the issuer not register transfer has not become effective under section 8—403 of this title, or the issuer has complied with subsection 8—403(b) of this title but no legal process or indemnity bond is obtained as provided in subsection 8—403(d) of this title; 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. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)
2023 Vermont Statutes › Title 9A - Uniform Commercial Code › Article 8 - Investment Securities › § 8—402. Assurance that indorsement or instruction is effective

§ 8—402. Assurance that indorsement or instruction is effective
(a) An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized:
(1) in all cases, a guaranty of the signature of the person making an indorsement or originating an instruction including, in the case of an instruction, reasonable assurance of identity;
(2) if the indorsement is made or the instruction is originated by an agent, appropriate assurance of actual authority to sign;
(3) if the indorsement is made or the instruction is originated by a fiduciary pursuant to subdivision 8—107(a)(4) or (a)(5) of this title, 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 indorsement 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) An issuer may elect to require reasonable assurance beyond that specified in this section.
(c) In this section:
(1) “Guaranty of the signature” means a guaranty 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 they are not manifestly unreasonable.
(2) “Appropriate evidence of appointment or incumbency” means:
(i) 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 thereof and dated within 60 days before the date of presentation for transfer; or
(ii) 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 an issuer to be responsible or, in the absence of that document or certificate, other evidence the issuer reasonably considers appropriate. (Added 1995, No. 92 (Adj. Sess.), § 1, eff. Jan. 1, 1997.)