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 lien is noted conspicuously on the security certificate. History: 1995 c 194 art 1 s 25

This legal document pertains to the overissue of securities. It defines overissue as the issuance of securities in excess of the amount the issuer has the power to issue, unless appropriate action has cured the overissue. The provisions of this document validate or compel the issue or reissue of securities, but they do not apply if it would result in overissue. If an identical security that is not an overissue is reasonably available for purchase, a person entitled to issue or validation may compel the issuer to purchase and deliver it against surrender of any security certificate held.

This legal document, which is a part of the Minnesota Statutes under the Trade Regulations and Consumer Protection section, specifically the Uniform Commercial Code, discusses the concept of delivery of certificated and uncertificated securities to purchasers. It outlines the various scenarios in which delivery occurs for both types of securities. For certificated securities, delivery occurs when the purchaser acquires possession of the security certificate, another person acquires possession on behalf of the purchaser, or a securities intermediary acquires possession on behalf of the purchaser under certain conditions.

336.8-302 MS 1994 [Repealed, 1995 c 194 art 1 s 53] 336.8-302 RIGHTS OF PURCHASER. (a) Except as otherwise provided in subsections (b) and (c), a purchaser of a certificated or uncertificated security acquires all rights in the security that the transferor had or had power to transfer. (b) A purchaser of a limited interest acquires rights only to the extent of the interest purchased. (c) A purchaser of a certificated security who as a previous holder had notice of an adverse claim does not improve its position by taking from a protected purchaser.

336.8-303 MS 1994 [Repealed, 1995 c 194 art 1 s 53] 336.8-303 PROTECTED PURCHASER. (a) ‘Protected purchaser’ means a purchaser of a certificated or uncertificated security, or of an interest therein, who: (1) gives value; (2) does not have notice of any adverse claim to the security; and (3) obtains control of the certificated or uncertificated security. (b) In addition to acquiring the rights of a purchaser, a protected purchaser also acquires its interest in the security free of any adverse claim.

This legal document, Minnesota Statutes 336.8-304, governs the endorsement of securities. It specifies that an endorsement may be in blank or special, with a blank endorsement including an endorsement to bearer. A special endorsement specifies the transferee or the person with the power to transfer the security. A holder can convert a blank endorsement to a special endorsement. The document also states that an endorsement, whether special or in blank, does not constitute a transfer until the delivery of the certificate on which it appears or, if the endorsement is on a separate document, until the delivery of both the document and the certificate.

336.8-305 MS 1994 [Repealed, 1995 c 194 art 1 s 53] 336.8-305 INSTRUCTION. (a) If an instruction has been originated by an appropriate person but is incomplete in any other respect, any person may complete it as authorized and the issuer may rely on it as completed, even though it has been completed incorrectly. (b) Unless otherwise agreed, a person initiating an instruction assumes only the obligations imposed by section 336.

336.8-307 MS 1994 [Repealed, 1995 c 194 art 1 s 53] 336.8-307 PURCHASER’S RIGHT 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 requisite necessary to obtain registration of the transfer of the security, but if the transfer is not for value, a transferor need not comply unless the purchaser pays the necessary expenses.

336.8-308 [Repealed, 1995 c 194 art 1 s 53]

336.8-309 [Repealed, 1995 c 194 art 1 s 53]