Del. C. » Title 6 — SUBTITLE I · Commerce and Trade · Part 3
Delaware Code

6 Del. C. § 8-302 (2026)

Rights of purchaser

✓ current as of May 2026
Find cases: SyfertCases citing this section DE-DELCdelcode.delaware.gov JustiaTitle on Justia CornellLII Search CasesGoogle Scholar

(a) Except as otherwise provided in subsections (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) 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.

5A Del. C. 1953, §§  8-301;  55 Del. Laws, c. 349;  64 Del. Laws, c. 152, §  6;  71 Del. Laws, c. 75, §  1;  72 Del. Laws, c. 401, §  23;  74 Del. Laws, c. 332, §  42; 
Notes of Decisions
Cited in 9 cases (5 in the last 5 years), 2011–2025 · leading case: Black Horse Capital LP v. JPMorgan Chase Bank, N.A. (In Re Washington Mut., Inc.), 442 B.R. 297 (Bankr. D. Del. 2011).
Sort: Relevance Newest Treatment
Black Horse Capital LP v. JPMorgan Chase Bank, N.A. (In Re Washington Mut., Inc.), 442 B.R. 297 (Bankr. D. Del. 2011). · cites it 2× “6 Del. C. § 8-302 cmt. 2 (2010) (“Article 8 is also not a comprehensive codification of all of the law governing the creation or transfer of interest in securities.”
XRI Inv. Holdings LLC v. Holifield (Del. Ch. 2022). · cites it 2× “75 The MBKS decision involved a sale of stock and discussed these issues under the protected purchaser defense established by Article 8 of the Uniform Commercial Code. See 6 Del. C. § 8-302. The protected purchaser exception is not an issue for the LLC interests 128 The…”
XRI Inv. Holdings LLC v. Holifield (Del. Ch. 2022). · cites it 2× “1975); see 6 Del. C. §§ 8-302, 8-303 (establishing protected purchaser defense for purchase of securities without notice of a defect).”
Brevan Howard Credit Catalyst Master Fund Ltd. (Del. Ch. 2014). · cites it 3× “”28 In support of that contention, the Plaintiffs point to 6 Del. C. § 8-302(a), which states that, “[e]xcept as otherwise provided in subsections (b) and (c), a purchaser of a certificated or uncertificated security acquires all rights in the security that the 27 Def.”
Urdan v. WR Capital Partners, LLC (Del. Ch. 2019). “6 Del. C. § 8-302(a). Having transferred the property right that gives rise to the ability to sue derivatively, a plaintiff can no longer maintain a derivative action.”
Urdan v. WR Capital Partners, LLC (Del. 2020). “”21 Rights that are personal to the security holder, however, do not travel with the sale of a security. 22 The distinction between rights in the security and personal rights is best illustrated by examples.”
Colon v. Bumble, Inc. (Del. Ch. 2023). “; 6 Del. C. § 8-302(a). For purposes of Delaware law, the right to vote does not belong to the owner of the shares; it is a property right appurtenant to the shares.”
Sabby Volatility Warrant Master Fund Ltd. v. Jupiter Wellness, Inc. (2d Cir. 2025). “3d at 677 (quoting 6 Del. C. § 8-302(a)). “The phrase ‘all rights in the security’ can be understood as distinguishing between personal rights of the holder, on the one hand, and rights that inhere in the security itself, on the other.”
The Yosaki Trust v. Teresa S. Weber (Del. 2025). “3d at 677 (citing 6 Del. C. § 8-302(a)). 34 244 A.3d at 677 (citing In re Sunstates Corp.”
— 6 Del. C. § 8-302(a) — 6 cases
Brevan Howard Credit Catalyst Master Fund Ltd. (Del. Ch. 2014). “”28 In support of that contention, the Plaintiffs point to 6 Del. C. § 8-302(a), which states that, “[e]xcept as otherwise provided in subsections (b) and (c), a purchaser of a certificated or uncertificated security acquires all rights in the security that the 27 Def.”
Urdan v. WR Capital Partners, LLC (Del. Ch. 2019). “6 Del. C. § 8-302(a). Having transferred the property right that gives rise to the ability to sue derivatively, a plaintiff can no longer maintain a derivative action.”
Urdan v. WR Capital Partners, LLC (Del. 2020). “”21 Rights that are personal to the security holder, however, do not travel with the sale of a security. 22 The distinction between rights in the security and personal rights is best illustrated by examples.”
Colon v. Bumble, Inc. (Del. Ch. 2023). “; 6 Del. C. § 8-302(a). For purposes of Delaware law, the right to vote does not belong to the owner of the shares; it is a property right appurtenant to the shares.”
Sabby Volatility Warrant Master Fund Ltd. v. Jupiter Wellness, Inc. (2d Cir. 2025). “3d at 677 (quoting 6 Del. C. § 8-302(a)). “The phrase ‘all rights in the security’ can be understood as distinguishing between personal rights of the holder, on the one hand, and rights that inhere in the security itself, on the other.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.