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2018 Georgia Code 11-8-404 | Car Wreck Lawyer

Link to State of Georgia Official Statute 2018 Georgia Code Annotated (sourced from legal.resource.org)
O.C.G.A. 11-8-404 Case Law from Google Scholar Amendments to OCGA 11-8-404

TITLE 11 COMMERCIAL CODE

Section 8. Investment Securities, 11-8-101 through 11-8-603.

ARTICLE 8 INVESTMENT SECURITIES

11-8-404. Wrongful registration.

  1. Except as otherwise provided in Code Section 11-8-406, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of a security to a person not entitled to it, and the transfer was registered:
    1. Pursuant to an ineffective indorsement or instruction;
    2. After a demand that the issuer not register transfer became effective under subsection (a) of Code Section 11-8-403 and the issuer did not comply with subsection (b) of Code Section 11-8-403;
    3. After the issuer had been served with an injunction, restraining order, or other legal process enjoining it from registering the transfer, issued by a court of competent jurisdiction, and the issuer had a reasonable opportunity to act on the injunction, restraining order, or other legal process; or
    4. By an issuer acting in collusion with the wrongdoer.
  2. An issuer that is liable for wrongful registration of transfer under subsection (a) of this Code section on demand shall provide the person entitled to the security with a like certificated or uncertificated security, and any payments or distributions that the person did not receive as a result of the wrongful registration. If an overissue would result, the issuer's liability to provide the person with a like security is governed by Code Section 11-8-210.
  3. Except as otherwise provided in subsection (a) of this Code section or in a law relating to the collection of taxes, an issuer is not liable to an owner or other person suffering loss as a result of the registration of a transfer of a security if registration was made pursuant to an effective indorsement or instruction.

(Code 1981, §11-8-404, enacted by Ga. L. 1998, p. 1323, § 1.)

JUDICIAL DECISIONS

Summary judgment not appropriate for wrongful registration.

- In a damages action filed by a decedent-stockholder's executors arising from the alleged wrongful transfer of the stock, summary judgment in favor of those corporate defendants acting as signature guarantors, as well as on a claim to avoid the stock transfers under O.C.G.A. § 13-3-24, was proper. But, summary judgment was reversed as to the alleged wrongful registration of the transfer of the stock. Dudley v. Wachovia Bank, N.A., 290 Ga. App. 220, 659 S.E.2d 658 (2008).

RESEARCH REFERENCES

U.L.A.

- Uniform Commercial Code (U.L.A.) § 8-404.

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