Registration
Cal. COM § 8404
California Statutes
(
a) Except as otherwise provided in
Section 8406, 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 in any of the following circumstances:
(1) Pursuant to an ineffective endorsement or instruction.
(2) After a demand that the issuer not register transfer became effective under subdivision (
a) of
Section 8403(
a) and the issuer did not comply with subdivision (
b) of
Section 8403.
(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.
(4) By an issuer acting in collusion with the wrongdoer. (
b) An issuer that is liable for wrongful registration of transfer under subdivision (
a) 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
Section 8210. (
c) Except as otherwise provided in subdivision (
a) 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 endorsement or instruction.