Section § 8501

Explanation

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.

(a)CA Commercial Law Code § 8501(a) “Securities account” means an account to which a financial asset is or may be credited in accordance with an agreement under which the person maintaining the account undertakes to treat the person for whom the account is maintained as entitled to exercise the rights that comprise the financial asset.
(b)CA Commercial Law Code § 8501(b) Except as otherwise provided in subdivisions (d) and (e), a person acquires a security entitlement if a securities intermediary does any of the following:
(1)CA Commercial Law Code § 8501(b)(1) Indicates by book entry that a financial asset has been credited to the person’s securities account.
(2)CA Commercial Law Code § 8501(b)(2) Receives a financial asset from the person or acquires a financial asset for the person and, in either case, accepts it for credit to the person’s securities account.
(3)CA Commercial Law Code § 8501(b)(3) Becomes obligated under other law, regulation, or rule to credit a financial asset to the person’s securities account.
(c)CA Commercial Law Code § 8501(c) If a condition of subdivision (b) has been met, a person has a security entitlement even though the securities intermediary does not itself hold the financial asset.
(d)CA Commercial Law Code § 8501(d) If a securities intermediary holds a financial asset for another person, and the financial asset is registered in the name of, payable to the order of, or specially endorsed to the other person, and has not been endorsed to the securities intermediary or in blank, the other person is treated as holding the financial asset directly rather than as having a security entitlement with respect to the financial asset.
(e)CA Commercial Law Code § 8501(e) Issuance of a security is not establishment of a security entitlement.

Section § 8502

Explanation

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.

An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against a person who acquires a security entitlement under Section 8501 for value and without notice of the adverse claim.

Section § 8503

Explanation

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.

(a)CA Commercial Law Code § 8503(a) To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in that financial asset held by the securities intermediary are held by the securities intermediary for the entitlement holders, are not property of the securities intermediary, and are not subject to claims of creditors of the securities intermediary, except as otherwise provided in Section 8511.
(b)CA Commercial Law Code § 8503(b) An entitlement holder’s property interest with respect to a particular financial asset under subdivision (a) is a pro rata property interest in all interests in that financial asset held by the securities intermediary, without regard to the time the entitlement holder acquired the security entitlement or the time the securities intermediary acquired the interest in that financial asset.
(c)CA Commercial Law Code § 8503(c) An entitlement holder’s property interest with respect to a particular financial asset under subdivision (a) may be enforced against the securities intermediary only by exercise of the entitlement holder’s rights under Sections 8505 to 8508, inclusive.
(d)CA Commercial Law Code § 8503(d) An entitlement holder’s property interest with respect to a particular financial asset under subdivision (a) may be enforced against a purchaser of the financial asset or interest therein only if all of the following conditions are met:
(1)CA Commercial Law Code § 8503(d)(1) Insolvency proceedings have been initiated by or against the securities intermediary.
(2)CA Commercial Law Code § 8503(d)(2) The securities intermediary does not have sufficient interests in the financial asset to satisfy the security entitlements of all of its entitlement holders to that financial asset.
(3)CA Commercial Law Code § 8503(d)(3) The securities intermediary violated its obligations under Section 8504 by transferring the financial asset or interest therein to the purchaser.
(4)CA Commercial Law Code § 8503(d)(4) The purchaser is not protected under subdivision (e). The trustee or other liquidator, acting on behalf of all entitlement holders having security entitlements with respect to a particular financial asset, may recover the financial asset, or interest therein, from the purchaser. If the trustee or other liquidator elects not to pursue that right, an entitlement holder whose security entitlement remains unsatisfied has the right to recover its interest in the financial asset from the purchaser.
(e)CA Commercial Law Code § 8503(e) An action based on the entitlement holder’s property interest with respect to a particular financial asset under subdivision (a), whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against any purchaser of a financial asset or interest therein who gives value, obtains control, and does not act in collusion with the securities intermediary in violating the securities intermediary’s obligations under Section 8504.

Section § 8504

Explanation

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.

(a)CA Commercial Law Code § 8504(a) A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements it has established in favor of its entitlement holders with respect to that financial asset. The securities intermediary may maintain those financial assets directly or through one or more other securities intermediaries.
(b)CA Commercial Law Code § 8504(b) Except to the extent otherwise agreed by its entitlement holder, a securities intermediary may not grant any security interests in a financial asset it is obligated to maintain pursuant to subdivision (a).
(c)CA Commercial Law Code § 8504(c) A securities intermediary satisfies the duty in subdivision (a) if it does either of the following:
(1)CA Commercial Law Code § 8504(c)(1) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary.
(2)CA Commercial Law Code § 8504(c)(2) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to obtain and maintain the financial asset.
(d)CA Commercial Law Code § 8504(d) This section does not apply to a clearing corporation that is itself the obligor of an option or similar obligation to which its entitlement holders have security entitlements.

Section § 8505

Explanation

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.

(a)CA Commercial Law Code § 8505(a) A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary satisfies the duty if it does either of the following:
(1)CA Commercial Law Code § 8505(a)(1) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary.
(2)CA Commercial Law Code § 8505(a)(2) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to attempt to obtain the payment or distribution.
(b)CA Commercial Law Code § 8505(b) A securities intermediary is obligated to its entitlement holder for a payment or distribution made by the issuer of a financial asset if the payment or distribution is received by the securities intermediary.

Section § 8506

Explanation

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.

A securities intermediary shall exercise rights with respect to a financial asset if directed to do so by an entitlement holder. A securities intermediary satisfies the duty if it does either of the following:
(1)CA Commercial Law Code § 8506(1) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary.
(2)CA Commercial Law Code § 8506(2) In the absence of agreement, the securities intermediary either places the entitlement holder in a position to exercise the rights directly or exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.

Section § 8507

Explanation

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.

(a)CA Commercial Law Code § 8507(a) A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has had reasonable opportunity to assure itself that the entitlement order is genuine and authorized, and the securities intermediary has had reasonable opportunity to comply with the entitlement order. A securities intermediary satisfies the duty if it does either of the following:
(1)CA Commercial Law Code § 8507(a)(1) The securities intermediary acts with respect to the duty as agreed upon by the entitlement holder and the securities intermediary.
(2)CA Commercial Law Code § 8507(a)(2) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to comply with the entitlement order.
(b)CA Commercial Law Code § 8507(b) If a securities intermediary transfers a financial asset pursuant to an ineffective entitlement order, the securities intermediary shall reestablish a security entitlement in favor of the person entitled to it, and pay or credit any payments or distributions that the person did not receive as a result of the wrongful transfer. If the securities intermediary does not reestablish a security entitlement, the securities intermediary is liable to the entitlement holder for damages.

Section § 8508

Explanation

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.

A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for which the entitlement holder is eligible, or to cause the financial asset to be transferred to a securities account of the entitlement holder with another securities intermediary. A securities intermediary satisfies the duty if it does either of the following:
(1)CA Commercial Law Code § 8508(1) The securities intermediary acts as agreed upon by the entitlement holder and the securities intermediary.
(2)CA Commercial Law Code § 8508(2) In the absence of agreement, the securities intermediary exercises due care in accordance with reasonable commercial standards to follow the direction of the entitlement holder.

Section § 8509

Explanation

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.

(a)CA Commercial Law Code § 8509(a) If the substance of a duty imposed upon a securities intermediary by Sections 8504 to 8508, inclusive, is the subject of a federal statute, regulation, or rule, compliance with that statute, regulation, or rule satisfies the duty.
(b)CA Commercial Law Code § 8509(b) To the extent that specific standards for the performance of the duties of a securities intermediary or the exercise of the rights of an entitlement holder are not specified by other statute, regulation, or rule or by agreement between the securities intermediary and entitlement holder, the securities intermediary shall perform its duties and the entitlement holder shall exercise its rights in a commercially reasonable manner.
(c)CA Commercial Law Code § 8509(c) The obligation of a securities intermediary to perform the duties imposed by Sections 8504 to 8508, inclusive, is subject to the following:
(1)CA Commercial Law Code § 8509(c)(1) Rights of the securities intermediary arising out of a security interest under a security agreement with the entitlement holder or otherwise.
(2)CA Commercial Law Code § 8509(c)(2) Rights of the securities intermediary under other law, regulation, rule, or agreement to withhold performance of its duties as a result of unfulfilled obligations of the entitlement holder to the securities intermediary.
(d)CA Commercial Law Code § 8509(d) Sections 8504 to 8508, inclusive, do not require a securities intermediary to take any action that is prohibited by other statute, regulation, or rule.

Section § 8510

Explanation

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.

(a)CA Commercial Law Code § 8510(a) In a case not covered by the priority rules in Division 9 (commencing with Section 9101) or the rules stated in subdivision (c), an action based on an adverse claim to a financial asset or security entitlement, whether framed in conversion, replevin, constructive trust, equitable lien, or other theory, may not be asserted against a person who purchases a security entitlement, or an interest therein, from an entitlement holder if the purchaser gives value, does not have notice of the adverse claim, and obtains control.
(b)CA Commercial Law Code § 8510(b) If an adverse claim could not have been asserted against an entitlement holder under Section 8502, the adverse claim cannot be asserted against a person who purchases a security entitlement, or an interest therein, from the entitlement holder.
(c)CA Commercial Law Code § 8510(c) In a case not covered by the priority rules in Division 9 (commencing with Section 9101), a purchaser for value of a security entitlement, or an interest therein, who obtains control has priority over a purchaser of a security entitlement, or an interest therein, who does not obtain control. Except as otherwise provided in subdivision (d), purchasers who have control rank according to priority in time of any of the following:
(1)CA Commercial Law Code § 8510(c)(1) The purchaser’s becoming the person for whom the securities account, in which the security entitlement is carried, is maintained, if the purchaser obtained control under paragraph (1) of subdivision (d) of Section 8106.
(2)CA Commercial Law Code § 8510(c)(2) The securities intermediary’s agreement to comply with the purchaser’s entitlement orders with respect to security entitlements carried or to be carried in the securities account in which the security entitlement is carried, if the purchaser obtained control under paragraph (2) of subdivision (d) of Section 8106.
(3)CA Commercial Law Code § 8510(c)(3) If the purchaser obtained control through another person under paragraph (3) of subdivision (d) of Section 8106, the time on which priority would be based under this subdivision if the other person were the secured party.
(d)CA Commercial Law Code § 8510(d) A securities intermediary as purchaser has priority over a conflicting purchaser who has control unless otherwise agreed by the securities intermediary.

Section § 8511

Explanation

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.

(a)CA Commercial Law Code § 8511(a) Except as otherwise provided in subdivisions (b) and (c), if a securities intermediary does not have sufficient interests in a particular financial asset to satisfy both its obligations to entitlement holders who have security entitlements to that financial asset and its obligation to a creditor of the securities intermediary who has a security interest in that financial asset, the claims of entitlement holders, other than the creditor, have priority over the claim of the creditor.
(b)CA Commercial Law Code § 8511(b) A claim of a creditor of a securities intermediary who has a security interest in a financial asset held by a securities intermediary has priority over claims of the securities intermediary’s entitlement holders who have security entitlements with respect to that financial asset if the creditor has control over the financial asset.
(c)CA Commercial Law Code § 8511(c) If a clearing corporation does not have sufficient financial assets to satisfy both its obligations to entitlement holders who have security entitlements with respect to a financial asset and its obligation to a creditor of the clearing corporation who has a security interest in that financial asset, the claim of the creditor has priority over the claims of entitlement holders.