TAILIEUCHUNG - UNIFORM COMMERCIAL CODE ARTICLE 8. INVESTMENT SECURITIES

With complaints and inquiries from senior citizen investors concerning financial services and investment fraud increasing, the Missouri Securities Division, a division in the Office of Missouri Secretary of State Robin Carnahan, 1 took steps to determine how to best increase protection for those investors. In early 2010, Secretary Carnahan launched the Senior Investor Protection Audit Sweep (“Sweep”), a six-month, 30-firm examination and inspection effort executed by the Missouri Securities Division’s Audit Unit designed to gauge how brokerage and investment adviser firms protect their senior clients and comply with applicable laws and regulations. . | UNIFORM COMMERCIAL CODE ARTICLE 8. INVESTMENT SECURITIES TABLE OF CONTENTS PART 1. SHORT TITLE AND GENERAL MATTERS SECTION 8-101. SHORT TITLE. 44 SECTION 8-102. DEFINITIONS . 44 SECTION 8-103. RULES FOR DETERMINING WHETHER CERTAIN OBLIGATIONS AND INTERESTS ARE SECURITIES OR FINANCIAL ASSETS . 57 SECTION 8-104. ACQUISITION OF SECURITY OR FINANCIAL ASSET OR INTEREST THEREIN . 60 SECTION 8-105. NOTICE OF ADVERSE CLAIM . 63 SECTION 8-106. CONTROL. 68 SECTION 8-107. WHETHER INDORSEMENT INSTRUCTION OR ENTITLEMENT ORDER IS EFFECTIVE . 74 SECTION 8-108. WARRANTIES IN DIRECT HOLDING . 80 SECTION 8-109. WARRANTIES IN INDIRECT HOLDING . 85 SECTION 8-110. APPLICABILITY CHOICE OF LAW . 86 SECTION 8-111. CLEARING CORPORATION RULES . 93 SECTION 8-112. CREDITOR S LEGAL PROCESS . 94 SECTION 8-113. STATUTE OF FRAUDS INAPPLICABLE . 97 SECTION 8-114. EVIDENTIARY RULES CONCERNING CERTIFICATED SECURITIES . 97 SECTION 8 -115. SECURITIES INTERMEDIARY AND OTHERS NOT LIABLE TO ADVERSE CLAIMANT . 99 SECTION 8-116. SECURITIES INTERMEDIARY AS PURCHASER FOR VALUE . 103 PART 2. ISSUE AND ISSUER SECTION 8-201. ISSUER. 106 SECTION 8-202. ISSUER S RESPONSIBILITY AND DEFENSES NOTICE OF DEFECT OR DEFENSE. 107 SECTION 8-203. STALENESS AS NOTICE OF DEFECT OR DEFENSE 113 SECTION 8-204. EFFECT OF ISSUER S RESTRICTION ON TRANSFER115 SECTION 8-205. EFFECT OF UNAUTHORIZED SIGNATURE ON SECURITY CERTIFICATE . 117 SECTION 8-206 COMPLETION OR ALTERATION OF SECURITY CERTIFICATE . 118 SECTION 8-207. RIGHTS AND DUTIES OF ISSUER WITH RESPECT TO REGISTERED OWNERS . 120 SECTION 8-208. EFFECT OF SIGNATURE OF AUTHENTICATING TRUSTEE REGISTRAR OR TRANSFER AGENT. 122 SECTION 8-209. ISSUER S LIEN . 124 SECTION 8-210. OVERISSUE . 125 PART 3. TRANSFER OF CERTIFICATED AND UNCERTIFICATED SECURITIES SECTION 8-301. DELIVERY . 127 SECTION 8-302. RIGHTS OF PURCHASER . 129 SECTION 8-303. PROTECTED PURCHASER . 130 SECTION 8-304. INDORSEMENT. 132 SECTION 8-305. INSTRUCTION . 135 SECTION 8-306. EFFECT OF GUARANTEEING SIGNATURE .

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