This section states that the rules and regulations about investment securities in this division are officially called the 'Uniform Commercial Code—Investment Securities.'

This section outlines definitions for important terms related to financial assets and securities. It explains what constitutes an adverse claim—when someone asserts their right to a financial asset—and defines terms like 'certificated security,' 'uncertificated security,' and 'financial asset.' It also clarifies what a 'broker' and 'clearing corporation' are, and details what an 'entitlement holder' and 'securities intermediary' mean. This section is essential for understanding the rules around holding, transferring, and claiming rights in financial securities.

This section defines what is and isn't considered a security or a financial asset in different contexts. Shares or equity interests from corporations or investment companies are securities. However, interests in partnerships or LLCs aren't securities unless they're traded like securities or specifically described as such in their terms. Certain investment company securities are included, while annuity contracts or insurance policies are not. Options from clearing corporations are financial assets but not securities. Some things like commodity contracts or documents of title aren't usually financial assets unless specified. Additionally, items like controllable accounts or payment intangibles are also not financial assets unless specified in other parts of the law.

This section explains how a person acquires ownership of securities or financial assets. You can own a security if it's delivered to you or if you gain a security entitlement, which is a legal right to it. For other financial assets, acquiring a security entitlement gives you ownership. When you have a security entitlement, you get certain rights detailed in another part of the law, but there are limits if those assets are managed by someone else. If you need to transfer or handle a security or financial asset, you fulfill that responsibility by helping someone else gain ownership in the ways described.

This section explains when a person is considered to have notice of an adverse claim, which means being aware that someone else may have rights to a financial asset. You have notice if you know about the claim, suspect it but avoid confirming it, or are required by law to investigate and find out about it. Simply knowing a financial asset has been transferred doesn't mean you have to investigate further unless you know the transfer was done for personal benefit or breached a duty. Specific rules about security certificates and statements on them are included. Additionally, filing a financial statement doesn't count as notice of an adverse claim.

This section explains what it means for a buyer to have 'control' over different types of securities, like certificates or shares without a physical certificate. For a certificated security, delivered to the buyer, control happens if the certificate is endorsed or registered in their name. For uncertificated securities, it's about delivery or an agreement for the issuer to follow the buyer's instructions. Control of a security entitlement can involve becoming an entitlement holder or agreements with a securities intermediary. Even if someone else can still manage or instruct the security, if the regulations in subdivisions (c) or (d) are met, the buyer maintains control. Issuers and intermediaries need consent to make agreements per certain terms, and acknowledging control doesn't imply added duties or obligations.

This law defines who is considered an 'appropriate person' when it comes to handling securities, which can be documents or assets that represent financial value. It covers cases when securities are endorsed, registered in someone's name, or involve a person authorized to manage them. If that person has passed away or lacks capacity, someone else like a legal successor or guardian can step in. Importantly, any actions taken by representatives, like transferring securities, remain valid even if done incorrectly or if the representative is no longer serving. The effectiveness of these actions is assessed based on the time they are made, and they don't become invalid due to later changes.

This law outlines the promises, or warranties, that someone must make when transferring a security, either a physical certificate or an electronic version, to a buyer. These promises include assurances that the security is legitimate and unaltered, there are no hidden ownership claims, and the transfer doesn't break any rules. If someone is endorsing a security, they must also ensure the endorsement is genuine and properly authorized. Brokers handling these transfers also have to make these assurances to both the seller and buyer.

If you give a securities order to a financial institution, you promise two things: 1) you're authorized to make the order, or your agent is and 2) no one else has a claim on the security you're ordering. Also, when you give a paper or electronic security to be credited into an account, similar promises apply based on another section of the law. Lastly, if the financial institution sends a security document to an account holder or registers them as the owner of a non-paper security, it also makes these promises to the account holder.

This section explains which local laws apply to various aspects of securities and their transactions. It establishes that the local law of the issuer’s jurisdiction, or the place where the security's issuer is organized, controls matters like validity, registration of transfer, and claims against the security. Similarly, the local law where the securities intermediary is based governs matters related to security entitlements, including their acquisition and claims. It also outlines how to determine which jurisdiction's law is applicable, depending on agreements or statements issued by securities intermediaries. This means that even if a security or transaction does not have a direct connection to a jurisdiction, the specified local law still applies.

This law says that if a clearing corporation makes a rule about how it and its members interact, that rule is valid even if it goes against other legal guidelines and affects people who didn't agree to it.

This section explains how a creditor can claim a debtor's interest in different types of securities. For physical (certificated) securities, creditors must physically seize the certificate unless it’s held by someone else, like a secured party, or with the issuing company. For non-physical (uncertificated) securities, creditors must follow legal procedures at the issuer's U.S. office. If a security is controlled by a third party (secured party), creditors must seek legal action against that party. Additionally, courts can assist creditors in securing or satisfying claims on such securities if standard procedures aren't practical.

This law says that even if there's no signed document or official record, a contract to buy or sell a security can still be enforced. This holds true even if the contract can't be completed within a year.

This law outlines the rules for suing an issuer over a certificated security, which is a physical document showing ownership of an investment. First, all signatures on the document are considered genuine unless specifically denied. If someone challenges a signature, the person who wants to use the signature has to prove it is real, although it's assumed to be genuine. Once signatures are accepted, the holder of the certificate can claim its value unless the issuer proves there is a problem with it. If there is a problem, the person suing needs to show they are not affected by the defect or defense.

This law says that if a securities intermediary or broker transfers a financial asset for their customer, they are generally not responsible if someone else claims they have rights to that asset. However, they could be liable if they acted even after being legally ordered not to, if they worked with the wrongdoer, or if they knew the asset was stolen and acted anyway.

If a financial company, like a bank or broker, receives an asset like stocks or bonds and adds it to your account, they are considered to have purchased that asset fairly and paid for it. If one such company gets rights to an asset from another company and records it for your benefit, they have also paid for those rights fairly.