Chapter 78 - Investment Securities
- 78.1010 Short title.
This chapter may be cited as Uniform Commercial Code–Investment Securities. [1961 c.726 §78.1010; 1985 c.676 §78.1010; 1995 c.328 §1]
- 78.1020 Definitions and index of definitions.
(1) In this chapter: (a) “Adverse claim” means a claim in which a claimant who has a property interest in a financial asset asserts that...
- 78.1030 Rules for determining whether certain obligations and interests are securities or financial assets.
(1) A share or similar equity interest issued by a corporation, business trust, joint stock company or similar entity is a security. (2) An “investment...
- 78.1040 Acquisition of security or financial asset or interest therein.
(1) A person acquires a security or an interest therein under this chapter if: (a) The person is a purchaser to whom a security is...
- 78.1050 Notice of adverse claim.
(1) A person has notice of an adverse claim if: (a) The person knows of the adverse claim; (b) The person is aware of facts...
- 78.1060 Control.
(1) A purchaser has control of a certificated security in bearer form if the certificated security is delivered to the purchaser. (2) A purchaser has...
- 78.1070 Whether indorsement, instruction or entitlement order is effective.
(1) “Appropriate person” means: (a) With respect to an indorsement, the person specified by a security certificate or by an effective special indorsement to be...
- 78.1080 Warranties in direct holding.
(1) A person that transfers a certificated security to a purchaser for value warrants to the purchaser, and an indorser, if the transfer is by...
- 78.1090 Warranties in indirect holding.
(1) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that: (a) The entitlement order is made by...
- 78.1100 Applicability; choice of law.
(1) The local law of the issuer’s jurisdiction, as defined in subsection (4) of this section, governs: (a) The validity of a security; (b) The...
- 78.1110 Clearing corporation rules.
A rule adopted by a clearing corporation governing rights and obligations of the clearing corporation and its participants in the clearing corporation is effective even...
- 78.1120 Creditor’s legal process.
(1) The interest of a debtor in a certificated security may be reached by a creditor only by actual seizure of the security certificate by...
- 78.1130 Statute of frauds inapplicable.
A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed...
- 78.1140 Evidentiary rules concerning certificated securities.
The following rules apply in an action on a certificated security against the issuer: (1) Unless specifically denied in the pleadings, each signature on a...
- 78.1150 Securities intermediary and others not liable to adverse claimant.
A securities intermediary that has transferred a financial asset pursuant to an effective entitlement order, or a broker or other agent or bailee that has...
- 78.1160 Securities intermediary as purchaser for value.
A securities intermediary that receives a financial asset and establishes a security entitlement to the financial asset in favor of an entitlement holder is a...
- 78.2010 “Issuer.”
(1) With respect to an obligation on or a defense to a security, an “issuer” includes a person that: (a) Places or authorizes the placing...
- 78.2020 Terms of security; issuer’s responsibility and defenses; notice of defect or defense.
(1) Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made...
- 78.2030 Staleness as notice of defects or defenses.
After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by...
- 78.2040 Effect of issuer’s restriction on transfer.
A restriction on transfer of a security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction...
- 78.2050 Effect of unauthorized signature on security certificate.
An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of...
- 78.2060 Completion or alteration of security certificate.
(1) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect: (a) Any person may...
- 78.2070 Rights of issuer with respect to registered owners.
(1) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an...
- 78.2080 Effect of signature of authenticating trustee, registrar or transfer agent.
(1) A person signing a security certificate as authenticating trustee, registrar, transfer agent or the like, warrants to a purchaser for value of the certificated...
- 78.2090 Issuer’s lien.
A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the...
- 78.2100 Overissue.
(1) In this section, “overissue” means the issue of securities in excess of the amount the issuer has corporate power to issue, but an overissue...
- 78.3010 Delivery.
(1) Delivery of a certificated security to a purchaser occurs when: (a) The purchaser acquires possession of the security certificate; (b) Another person, other than...
- 78.3020 Rights of purchaser.
(1) Except as otherwise provided in subsections (2) and (3) of this section, a purchaser of a certificated or uncertificated security acquires all rights in...
- 78.3030 “Protected purchaser.”
(1) “Protected purchaser” means a purchaser of a certificated or uncertificated security, or of an interest therein, who: (a) Gives value; (b) Does not have...
- 78.3040 Indorsement.
(1) An indorsement may be in blank or special. An indorsement in blank includes an indorsement to bearer. A special indorsement specifies to whom a...
- 78.3050 Instruction.
(1) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized...
- 78.3060 Effect of guaranteeing signature, indorsement or instruction.
(1) A person who guarantees a signature of an indorser of a security certificate warrants that at the time of signing: (a) The signature was...
- 78.3070 Purchaser’s rights to requisites for registration of transfer.
Unless otherwise agreed, the transferor of a security on due demand shall supply the purchaser with proof of authority to transfer or with any other...
- 78.3080 [1961 c.726 §78.3080; 1985 c.676 §78.3080; repealed by 1995 c.328 §71]
- 78.3090 [1961 c.726 §78.3090; 1985 c.676 §78.3090; repealed by 1995 c.328 §71]
- 78.3100 [1961 c.726 §78.3100; 1985 c.676 §78.3100; repealed by 1995 c.328 §71]
- 78.3110 [1961 c.726 §78.3110; 1985 c.676 §78.3110; repealed by 1995 c.328 §71]
- 78.3120 [1961 c.726 §78.3120; 1985 c.676 §78.3120; repealed by 1995 c.328 §71]
- 78.3130 [1961 c.726 §78.3130; 1965 c.271 §4; 1985 c.676 §78.3130; repealed by 1995 c.328 §71]
- 78.3140 [1961 c.726 §78.3140; 1985 c.676 §78.3140; repealed by 1995 c.328 §71]
- 78.3150 [1961 c.726 §78.3150; 1985 c.676 §78.3150; repealed by 1995 c.328 §71]
- 78.3160 [1961 c.726 §78.3160; 1985 c.676 §78.3160; repealed by 1995 c.328 §71]
- 78.3170 [1961 c.726 §78.3170; 1985 c.676 §78.3170; repealed by 1995 c.328 §71]
- 78.3180 [1961 c.726 §78.3180; 1985 c.676 §78.3180; repealed by 1995 c.328 §71]
- 78.3190 [1961 c.726 §78.3190; 1985 c.676 §78.3190; repealed by 1995 c.328 §71]
- 78.3200 [1965 c.271 §2; 1985 c.676 §78.3200; repealed by 1995 c.328 §71]
- 78.3210 [1985 c.676 §78.3210; repealed by 1995 c.328 §71]
- 78.4010 Duty of issuer to register transfer.
(1) If a certificated security in registered form is presented to an issuer with a request to register transfer or an instruction is presented to...
- 78.4020 Assurance that indorsement or instruction is effective.
(1) An issuer may require the following assurance that each necessary indorsement or each instruction is genuine and authorized: (a) In all cases, a guaranty...
- 78.4030 Demand that issuer not register transfer.
(1) A person who is an appropriate person to make an indorsement or originate an instruction may demand that the issuer not register transfer of...
- 78.4040 Wrongful registration.
(1) Except as otherwise provided in ORS 78.4060, an issuer is liable for wrongful registration of transfer if the issuer has registered a transfer of...
- 78.4050 Replacement of lost, destroyed or wrongfully taken security certificate.
(1) If an owner of a certificated security, whether in registered or bearer form, claims that the certificate has been lost, destroyed or wrongfully taken,...
- 78.4060 Obligation to notify issuer of lost, destroyed or wrongfully taken security certificate.
If a security certificate has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the issuer of that fact within a...
- 78.4070 Authenticating trustee, transfer agent and registrar.
A person acting as authenticating trustee, transfer agent, registrar or other agent for an issuer in the registration of a transfer of the issuer’s securities,...
- 78.4080 [1985 c.676 §78.4080; repealed by 1995 c.328 §71]
- 78.5010 Securities account; acquisition of security entitlement from securities intermediary.
(1) “Securities account” means an account to which a financial asset is or may be credited in accordance with an agreement under which the person...
- 78.5020 Assertion of adverse claim against entitlement holder.
An action based on an adverse claim to a financial asset, whether framed in conversion, replevin, constructive trust, equitable lien or other theory, may not...
- 78.5030 Property interest of entitlement holder in financial asset held by securities intermediary.
(1) To the extent necessary for a securities intermediary to satisfy all security entitlements with respect to a particular financial asset, all interests in that...
- 78.5040 Duty of securities intermediary to maintain financial asset.
(1) A securities intermediary shall promptly obtain and thereafter maintain a financial asset in a quantity corresponding to the aggregate of all security entitlements it...
- 78.5050 Duty of securities intermediary with respect to payments and distributions.
(1) A securities intermediary shall take action to obtain a payment or distribution made by the issuer of a financial asset. A securities intermediary satisfies...
- 78.5060 Duty of securities intermediary to exercise rights as directed by entitlement holder.
A securities intermediary shall exercise rights with respect to a financial asset if directed to do so by an entitlement holder. A securities intermediary satisfies...
- 78.5070 Duty of securities intermediary to comply with entitlement order.
(1) A securities intermediary shall comply with an entitlement order if the entitlement order is originated by the appropriate person, the securities intermediary has had...
- 78.5080 Duty of securities intermediary to change entitlement holder’s position to other form of security holding.
A securities intermediary shall act at the direction of an entitlement holder to change a security entitlement into another available form of holding for which...
- 78.5090 Specification of duties of securities intermediary by other statute or regulation; manner of performance of duties of securities intermediary and exercise of rights of entitlement holder.
(1) If the substance of a duty imposed upon a securities intermediary by ORS 78.5040, 78.5050, 78.5060, 78.5070 and 78.5080 is the subject of other...
- 78.5100 Rights of purchaser of security entitlement from entitlement holder.
(1) In a case not covered by the priority rules in ORS chapter 79 or the rules stated in subsection (3) of this section, an...
- 78.5110 Priority among security interests and entitlement holders.
(1) Except as otherwise provided in subsections (2) and (3) of this section if a securities intermediary does not have sufficient interests in a particular...
