HARRY HUGHES, Governor

3721

(2) STATEMENTS (§ 8-408), NOTICES, OR THE LIKE, SENT BY THE
ISSUER OF UNCERTIFICATED SECURITIES AND INSTRUCTIONS (§ 8-308)
ARE NEITHER NEGOTIABLE INSTRUMENTS NOR CERTIFICATED SECURITIES.

[(2)] (3) In any action on a security:

(a)  Unless specifically denied in the pleadings, each
signature on [the] A CERTIFICATED security [or] in a necessary
indorsement, ON AN INITIAL TRANSACTION STATEMENT OR ON AN
INSTRUCTION is admitted;

(b)   [When] IF the effectiveness of a signature is put
in issue the burden of establishing it is on the party claiming
under the signature but the signature is presumed to be genuine
or authorized;

(c)  [When] IF signatures ON A CERTIFICATED SECURITY
are admitted or established production of the [instrument]
SECURITY entitles a holder to recover on it unless the defendant
establishes a defense or a defect going to the validity of the
security; [and]

(D) IF SIGNATURES ON AN INITIAL TRANSACTION STATEMENT
ARE ADMITTED OR ESTABLISHED, THE FACTS STATED IN THE STATEMENT
ARE PRESUMED TO BE TRUE AS OF THE TIME OF ITS ISSUANCE; AND

[(d)] (E) After it is shown that a defense or defect
exists the plaintiff has the burden of establishing that he or
some person under whom he claims is a person against whom the
defense or defect is ineffective (§ 8-202).

8-106.

THE LAW (INCLUDING THE CONFLICT OF LAWS RULES) OF THE
JURISDICTION OF ORGANIZATION OF THE ISSUER GOVERNS THE [The]
validity of a security, THE EFFECTIVENESS OF REGISTRATION BY THE
ISSUER, and the rights and duties of the issuer with respect to:

(A)   [registration] REGISTRATION of transfer OF A
CERTIFICATED SECURITY;

(B)  REGISTRATION OF TRANSFER, PLEDGE OR RELEASE OF
AN UNCERTIFICATED SECURITY; AND

(C)  SENDING OF STATEMENTS OF UNCERTIFICATED
SECURITIES [are governed by the law (including the conflict of
laws rules) of the jurisdiction of organization of the issuer].

8-107.

(1) Unless otherwise agreed and subject to any applicable
law or regulation respecting short sales, a person obligated to
[deliver] TRANSFER securities may [deliver] TRANSFER any
CERTIFICATED security of the specified issue in bearer form or
registered in the name of the transferee or indorsed to him or in