§490:8-106 Control. (a) A purchaser shall be deemed to have "control" of a certificated security in bearer form if the certificated security is delivered to the purchaser.
(b) A purchaser shall be deemed to have "control" of a certificated security in registered form if the certificated security is delivered to the purchaser, and:
(c) A purchaser shall be deemed to have "control" of an uncertificated security if:
(d) A purchaser shall be deemed to have "control" of a security entitlement if:
(e) If an interest in a security entitlement is granted by the entitlement holder to the entitlement holder's own securities intermediary, the securities intermediary shall be deemed to have control.
(f) A purchaser who has satisfied the requirements of subsection (c) or (d) shall be deemed to have control, even if the registered owner in the case of subsection (c) or the entitlement holder in the case of subsection (d) retains the right to make substitutions for the uncertificated security or security entitlement, to originate instructions or entitlement orders to the issuer or securities intermediary, or otherwise to deal with the uncertificated security or security entitlement.
(g) An issuer or a securities intermediary shall not enter into an agreement of the kind described in subsection (c)(2) or (d)(2) without the consent of the registered owner or entitlement holder, but an issuer or a securities intermediary shall not be required to enter into an agreement of the kind described in subsection (c)(2) or (d)(2) even though the registered owner or entitlement holder so directs. An issuer or securities intermediary that has entered into an agreement of the kind described in subsection (c)(2) or (d)(2) shall not be required to confirm the existence of the agreement to another party unless requested to do so by the registered owner or entitlement holder.
(h) A person that has control under this section shall not be required to acknowledge that it has control on behalf of a purchaser.
(i) If a person acknowledges that it has or will obtain control on behalf of a purchaser, unless the person otherwise agrees or law other than this article or article 9 otherwise provides, the person shall not owe any duty to the purchaser and shall not be required to confirm the acknowledgment to any other person. [L 1997, c 33, pt of §2; am L 2000, c 241, §23; am L 2023, c 132, §32]