Section § 8301

Explanation

This law explains how a purchaser takes delivery of securities, which can be either certificated (with a physical certificate) or uncertificated (without a physical certificate). For certificated securities, delivery happens when the purchaser or a person acting on their behalf gains possession of the certificate, especially if it is registered specifically to them. For uncertificated securities, delivery occurs when the issuer registers the purchaser as the owner, or someone becomes or acknowledges they are holding it on behalf of the purchaser.

(a)CA Commercial Law Code § 8301(a) Delivery of a certificated security to a purchaser occurs when any of the following occur:
(1)CA Commercial Law Code § 8301(a)(1) The purchaser acquires possession of the security certificate.
(2)CA Commercial Law Code § 8301(a)(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.
(3)CA Commercial Law Code § 8301(a)(3) A securities intermediary acting on behalf of the purchaser acquires possession of the security certificate, only if the certificate is in registered form and is (A) registered in the name of the purchaser, (B) payable to the order of the purchaser, or (C) specially endorsed to the purchaser by an effective endorsement and has not been endorsed to the securities intermediary or in blank.
(b)CA Commercial Law Code § 8301(b) Delivery of an uncertificated security to a purchaser occurs when any of the following occur:
(1)CA Commercial Law Code § 8301(b)(1) The issuer registers the purchaser as the registered owner, upon original issue or registration of transfer.
(2)CA Commercial Law Code § 8301(b)(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.

Section § 8302

Explanation

When you buy a security, basically a financial investment, you generally get all the rights the person selling it had. But there are exceptions. If you buy only part of a security, you only get rights for that part. Also, if you previously owned a certificated security and knew someone else was making a legal claim against it, you don't get extra rights when you buy it from someone who's protected.

(a)CA Commercial Law Code § 8302(a) Except as otherwise provided in subdivisions (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)CA Commercial Law Code § 8302(b) A purchaser of a limited interest acquires rights only to the extent of the interest purchased.
(c)CA Commercial Law Code § 8302(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.

Section § 8303

Explanation

This law defines a 'protected purchaser' as someone who buys a security (either physical or digital) and meets certain conditions. To be considered a protected purchaser, the buyer must: 1) give something of value, 2) have no knowledge of any issues or claims against the security, and 3) take control of the security. Once these criteria are met, the purchaser's interest in the security is protected against any previous claims or disputes related to it.

(a)CA Commercial Law Code § 8303(a) “Protected purchaser” means a purchaser of a certificated or uncertificated security, or of an interest therein, who does all of the following:
(1)CA Commercial Law Code § 8303(a)(1) Gives value.
(2)CA Commercial Law Code § 8303(a)(2) Does not have notice of any adverse claim to the security.
(3)CA Commercial Law Code § 8303(a)(3) Obtains control of the certificated or uncertificated security.
(b)CA Commercial Law Code § 8303(b) A protected purchaser also acquires its interest in the security free of any adverse claim.

Section § 8304

Explanation

This law explains the rules for endorsing, or formally approving, transfers of security certificates, which are like documents proving ownership of stocks or bonds. There are two types of endorsements: blank and special. A blank endorsement acts like a signature to transfer to anyone who holds the certificate, while a special one specifies a particular person to receive it. Simply endorsing isn't enough to complete the transfer; the certificate must be delivered, either alone or with the endorsement if it's on a separate document. If a buyer gets a registered security certificate without the necessary endorsement, they can gain full rights once it is provided. However, against the seller, the transfer is considered complete once delivered. An endorsement can also alert someone to any legal disputes over who actually owns the certificate, but it won't change the rights the owner has unless otherwise stated.

(a)CA Commercial Law Code § 8304(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)CA Commercial Law Code § 8304(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)CA Commercial Law Code § 8304(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)CA Commercial Law Code § 8304(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)CA Commercial Law Code § 8304(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)CA Commercial Law Code § 8304(f) Unless otherwise agreed, a person making an endorsement assumes only the obligations provided in Section 8108 and not an obligation that the security will be honored by the issuer.

Section § 8305

Explanation

If someone starts a securities instruction but leaves it incomplete, another person can finish it. The issuer, or the person responsible for carrying out the instruction, can trust the completed version, even if there are mistakes. If you start an instruction, you only promise to follow certain specified obligations, not that the issuer will honor the security itself, unless you've agreed otherwise.

(a)CA Commercial Law Code § 8305(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)CA Commercial Law Code § 8305(b) Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by Section 8108 and not an obligation that the security will be honored by the issuer.

Section § 8306

Explanation

This law deals with guaranteeing signatures on security certificates and the related responsibilities. If you guarantee a signature, you're promising that the signature is real, the person signing is authorized, and they have legal capacity. There are extra promises if you specially guarantee a signature related to the registered owner and conditions of the transfer. However, the guarantor does not make any warranties about whether the transfer itself was legitimate, except under certain situations. If someone is harmed by a false guarantee, the guarantor might have to cover those losses. Also, companies can't demand these guarantees just to register a transfer.

(a)CA Commercial Law Code § 8306(a) A person who guarantees a signature of an endorser of a security certificate warrants that at the time of signing all of the following were true:
(1)CA Commercial Law Code § 8306(a)(1) The signature was genuine.
(2)CA Commercial Law Code § 8306(a)(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.
(3)CA Commercial Law Code § 8306(a)(3) The signer had legal capacity to sign.
(b)CA Commercial Law Code § 8306(b) A person who guarantees a signature of the originator of an instruction warrants that at the time of signing all of the following were true:
(1)CA Commercial Law Code § 8306(b)(1) The signature was genuine.
(2)CA Commercial Law Code § 8306(b)(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.
(3)CA Commercial Law Code § 8306(b)(3) The signer had legal capacity to sign.
(c)CA Commercial Law Code § 8306(c) A person who specially guarantees the signature of an originator of an instruction makes the warranties of a signature guarantor under subdivision (b) and also warrants that at the time the instruction is presented to the issuer all of the following are true:
(1)CA Commercial Law Code § 8306(c)(1) The person specified in the instruction as the registered owner of the uncertificated security will be the registered owner.
(2)CA Commercial Law Code § 8306(c)(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)CA Commercial Law Code § 8306(d) A guarantor under subdivisions (a) and (b) or a special guarantor under subdivision (c) does not otherwise warrant the rightfulness of the transfer.
(e)CA Commercial Law Code § 8306(e) A person who guarantees an endorsement of a security certificate makes the warranties of a signature guarantor under subdivision (a) and also warrants the rightfulness of the transfer in all respects.
(f)CA Commercial Law Code § 8306(f) A person who guarantees an instruction requesting the transfer of an uncertificated security makes the warranties of a special signature guarantor under subdivision (c) and also warrants the rightfulness of the transfer in all respects.
(g)CA Commercial Law Code § 8306(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)CA Commercial Law Code § 8306(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.

Section § 8307

Explanation

If you're selling a security (like a stock) and the buyer asks, you must give them what they need to officially prove they own it. But if you’re giving it away for free, you don't have to do this unless the buyer covers any costs. If you delay too long in providing the needed documents, the buyer can cancel the deal.

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.