(a) If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed, or wrongfully taken, the issuer shall issue a new certificate if the owner:
(1) so requests before the issuer has notice that the certificate has been acquired by a protected purchaser;
(2) files with the issuer a sufficient indemnity bond; and
(3) satisfies other reasonable requirements imposed by the issuer.
(b) If, after the issue of a new security certificate, a protected purchaser of the original certificate presents it for registration of transfer, the issuer shall register the transfer unless an overissue would result. In that case, the issuer’s liability is governed by Section 8-210. In addition to any rights on the indemnity bond, an issuer may recover the new certificate from a person to whom it was issued or any person taking under that person, except a protected purchaser.
5A Del. C. 1953,
§§
8-405;
55 Del. Laws, c. 349;
64 Del. Laws, c. 152,
§
6;
71 Del. Laws, c. 75,
§
1;
Notes of Decisions
Mergenthaler v. Enzolytics, Inc. (D. Del. 2022).
· cites it 8× “(“SENZC”) on August 11, 2021, asserting, “[Defendant] should be ordered to reissue to [Plaintiff] 10,000,000 of its shares” pursuant to 6 Del. C. § 8-405. (D.I. 1 at 9935-51, 51).”
Petroleos de Venezuela, S.A. v. PDV Holding, Inc. (Del. Ch. 2023).
· cites it 3× “See 6 Del. C. § 8-405. 73 Section 8-405 provides a remedy for owners of certificated securities which have been lost, destroyed, or wrongfully taken, requiring the issuer to issue a new certificate if the request occurs before the issuer has notice that the certificate has been…”
Ofir Ventura v. Circle Internet Fin., LLC (Del. Super. Ct. 2025).
· cites it 2× “Alternatively, Count II asserts Plaintiff is entitled to replacement of the USDC under 6 Del. C. § 8-405, the Delaware Uniform Commercial Code (“UCC”), which provides remedies for owners of certificated securities:34 (a) If an owner of a certificated security, whether in…”
6 Del. C. § 8-405(a): 2 cases
Petroleos de Venezuela, S.A. v. PDV Holding, Inc. (Del. Ch. 2023).
“See 6 Del. C. § 8-405. 73 Section 8-405 provides a remedy for owners of certificated securities which have been lost, destroyed, or wrongfully taken, requiring the issuer to issue a new certificate if the request occurs before the issuer has notice that the certificate has been…”
Mergenthaler v. Enzolytics, Inc. (D. Del. 2022).
“(“SENZC”) on August 11, 2021, asserting, “[Defendant] should be ordered to reissue to [Plaintiff] 10,000,000 of its shares” pursuant to 6 Del. C. § 8-405. (D.I. 1 at 9935-51, 51).”
6 Del. C. § 8-405(a)(2): 1 case
Mergenthaler v. Enzolytics, Inc. (D. Del. 2022).
“(“SENZC”) on August 11, 2021, asserting, “[Defendant] should be ordered to reissue to [Plaintiff] 10,000,000 of its shares” pursuant to 6 Del. C. § 8-405. (D.I. 1 at 9935-51, 51).”
6 Del. C. § 8-405(a)(3): 1 case
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