Chapter 5Security Entitlements
Section § 8501
This law defines a 'securities account' as an account where a financial asset might be credited, allowing the account holder to use and control those assets. A person gets a 'security entitlement' when a securities intermediary officially records that a financial asset is in their account, accepts such an asset into their account, or is obligated to credit the account under certain laws. Even if the intermediary doesn't physically hold it, the account holder still has rights to the asset. If the intermediary just holds the asset without crediting it to the account, the asset is considered directly owned by the person. Issuing a security alone doesn't mean the person has a security entitlement.
Section § 8502
If someone buys a financial asset for its value and doesn’t know anyone else claims ownership, they cannot be sued over that asset by someone else claiming it belongs to them.
Section § 8503
This law outlines the rights of entitlement holders, who have claims to financial assets held by a securities intermediary. These assets aren't owned by the intermediary and can't be taken by their creditors. Each entitlement holder has a proportional interest in the assets, regardless of when they were acquired. If a securities intermediary is involved in bankruptcy and can't fulfill all obligations, certain conditions allow entitlement holders to enforce their rights. However, if the asset or interest was sold to a buyer who paid fairly and wasn't complicit in any wrongdoing, the buyer is usually protected. This section also states how these interests can be enforced, primarily through specific sections (8505-8508) and not against protected buyers.
Section § 8504
This law section deals with the responsibilities of a securities intermediary, which is an entity that handles securities transactions for clients. They must quickly obtain and keep enough financial assets to match what they promise to their clients. They can't use these assets as collateral for loans without a special agreement with their clients. To meet their duty, they can either follow an agreement with their client or, if there's no agreement, act carefully and reasonably as per standard practices. A clearing corporation, owed certain obligations, is not covered by this rule.
Section § 8505
If a company called a securities intermediary, which handles financial assets, needs to collect payments or distributions from the company that issued the asset, it must take action. The intermediary fulfills its duty by doing what it agreed to do with the asset owner or, if there's no prior agreement, by responsibly trying to collect the payment according to common business practices. Additionally, if the intermediary receives the payment, it's required to pass it on to the asset owner.
Section § 8506
If you have financial assets with a securities intermediary (like a bank or broker), they must act on your instructions to exercise rights over those assets. They can do this either by following the agreement you have with them or, if there's no agreement, they must ensure you can exercise those rights yourself or carefully follow reasonable standards when acting on your instructions.
Section § 8507
This law section outlines how a securities intermediary should handle an entitlement order, which is essentially an instruction related to securities. The intermediary must ensure the order is genuine and authorized, and they have the option to agree on how to proceed with the entitlement holder. If there's no agreement, they should follow reasonable commercial standards. If the intermediary transfers a financial asset based on a faulty order, they must correct the mistake by reestablishing the securities and compensating for any losses. If they don't fix it, they're responsible for any damages caused to the entitlement holder.
Section § 8508
This section explains that if you have a security entitlement with a financial institution, like a bank, they must follow your instructions if you want to change how your assets are held or transfer them to another financial institution. This duty is met if they either follow any existing agreement you have with them or, if there's no agreement, make a reasonable effort to comply with your directions according to industry standards.
Section § 8509
This section explains the duties and rights related to securities intermediaries, which are entities that hold or manage securities for others. If a federal law covers these duties, following that law is enough to meet the requirements. If there are no specific rules, intermediaries should act in a 'commercially reasonable manner.' The responsibilities of these intermediaries can be influenced by their own rights, which might arise from security agreements or unmet obligations from the entitlement holder. Additionally, intermediaries are not required to do anything that's against the law, regulations, or rules.
Section § 8510
This law explains the rules about claims on financial assets or security entitlements, particularly when someone claims that they have rights over someone else's securities or investments. If you buy an entitlement and you pay for it, without knowing someone else is claiming it, and you have control of the entitlement, then you can't be challenged by any adverse claims. The law also describes that if a dispute arises, the person who buys and has control of the entitlement generally has a stronger claim than someone who doesn't have control, and the timing of when control was gained can affect the outcome. Securities intermediaries have special rights that usually give them priority over others unless they have agreed otherwise.
Section § 8511
This section of the California Commercial Code deals with the priority of claims when there aren't enough financial assets available to satisfy all obligations. Generally, if a securities intermediary doesn't have enough of a financial asset, claims from people entitled to those assets take priority over a creditor's claims. However, if the creditor has control over the financial asset, their claim gets priority. For clearing corporations, if there aren't enough assets, creditors get priority over entitlement holders.