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Session Laws, 1960
Volume 641, Page 251   View pdf image (33K)
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J. MILLARD TAWES, GOVERNOR 251

tinues to be the fiduciary until the corporation or transfer agent
receives written notice that the fiduciary is no longer acting as such
with respect to the particular security.

17. Assignment by a Fiduciary. Except as otherwise provided
in this sub-title, a corporation or transfer agent making a transfer
of a security pursuant to an assignment by a fiduciary

(a) may assume without inquiry that the assignment, even though
to the fiduciary himself or to his nominee, is within his authority and
capacity and is not in breach of his fiduciary duties;

(b) may assume without inquiry that the fiduciary has complied
with any controlling instrument and with the law of the jurisdiction
governing the fiduciary relationship, including any law requiring the
fiduciary to obtain court approval of the transfer; and

(c) is not charged with notice of and is not bound to obtain or
examine any court record or any recorded or unrecorded document
relating to the fiduciary relationship or the assignment, even though
the record or document is in its possession.

IS. Evidence of Appointment or Incumbency. A corporation or
transfer agent making a transfer pursuant to an assignment by a
fiduciary who is not the registered owner shall obtain the following
evidence of appointment or incumbency:

(a) In the case of a fiduciary appointed or qualified by a court, a
certificate issued by or under the direction or supervision of that
court or an officer thereof and dated within sixty days before the
transfer; or

(b) In any other case, a copy of a document showing the appoint-
ment or a certificate issued by or on behalf of a person reasonably
believed by the corporation or transfer agent to be responsible or, in
the absence of such a document or certificate, other evidence reason-
ably deemed by the corporation or transfer agent to be appropriate.
Corporations and transfer agents may adopt standards with respect
to evidence of appointment or incumbency under this subsection
provided such standards are not manifestly unreasonable. Neither the
corporation nor transfer agent is charged with notice of the contents
of any document obtained pursuant to this paragraph (b) except to
the extent that the contents relate directly to the appointment or
incumbency.

19. Adverse Claims, (a) A person asserting a claim of benefi-
cial interest adverse to the transfer of a security pursuant to an
assignment by a fiduciary may give the corporation or transfer agent
written notice of the claim. The corporation or transfer agent is not
put on notice unless the written notice identifies the claimant, the
registered owner, and the issue of which the security is a part, pro-
vides an address for communications directed to the claimant and is
received before the transfer. Nothing in this sub-title relieves the
corporation or transfer agent of any liability for making or refusing
to make the transfer after it is so put on notice, unless it proceeds
in the manner authorized in subsection (b).

(b) As soon as practicable after the presentation of a security for
transfer pursuant to an assignment by a fiduciary, a corporation or
transfer agent which has received notice of a claim of beneficial



 

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Session Laws, 1960
Volume 641, Page 251   View pdf image (33K)
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