Chapter 78 — Chapter 78

ORS 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]

0.0K chars

ORS 78.1020 Definitions and index of definitions. (1) In this chapter

6.1K chars

ORS 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

1.8K chars

ORS 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

1.1K chars

ORS 78.1050 Notice of adverse claim. (1) A person has notice of an adverse claim if

2.2K chars

ORS 78.1060 Control. (1) A purchaser has control of a certificated security in bearer form if the certificated security is delivered to the purchaser

3.1K chars

ORS 78.1070 Whether indorsement, instruction or entitlement order is effective. (1) “Appropriate person” means

2.5K chars

ORS 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 indorsement, warrants to any subsequent purchaser, that

4.1K chars

ORS 78.1090 Warranties in indirect holding. (1) A person who originates an entitlement order to a securities intermediary warrants to the securities intermediary that

0.9K chars

ORS 78.1100 Applicability; choice of law. (1) The local law of the issuer’s jurisdiction, as defined in subsection (4) of this section, governs

4.0K chars

ORS 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 if the rule conflicts with chapter 328, Oregon Laws 1995, and affects another party who does not consent to the rule. [1995 c.328 §11]

0.4K chars

ORS 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 the officer making the attachment or levy, except as otherwise provided in subsection (4) of this section. However, a certificated security for which the certificate has been surrendered to the issuer may be reached by a creditor by legal process upon the issuer

1.3K chars

ORS 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 or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within one year of its making. [1995 c.328 §13]

0.0K chars

ORS 78.1140 Evidentiary rules concerning certificated securities. The following rules apply in an action on a certificated security against the issuer

0.8K chars

ORS 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 dealt with a financial asset at the direction of its customer or principal, is not liable to a person having an adverse claim to the financial asset, unless the securities intermediary, or broker or other agent or bailee

0.5K chars

ORS 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 purchaser for value of the financial asset. A securities intermediary that acquires a security entitlement to a financial asset from another securities intermediary acquires the security entitlement for value if the securities intermediary acquiring the security entitlement establishes a security entitlement to the financial asset in favor of an entitlement holder. [1995 c.328 §16]

0.0K chars

ORS 78.2010 “Issuer.” (1) With respect to an obligation on or a defense to a security, an “issuer” includes a person that

1.1K chars

ORS 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 part of the security by reference on the certificate to another instrument, indenture or document or to a constitution, statute, ordinance, rule, regulation, order or the like, to the extent that the terms referred to do not conflict with terms stated on the certificate. A reference under this subsection does not of itself charge a purchaser for value with notice of a defect going to the validity of the security, even if the certificate expressly states that a person accepting it admits notice. The terms of an uncertificated security include those stated in any instrument, indenture or document or in a constitution, statute, ordinance, rule, regulation, order or the like, pursuant to which the security is issued

2.1K chars

ORS 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 a certificated security or setting a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice of any defect in the security’s issue or defense of the issuer, if the act or event

0.6K chars

ORS 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 unless

0.3K chars

ORS 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 a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by

0.5K chars

ORS 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

0.5K chars

ORS 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 uncertificated security, the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, receive notifications and otherwise exercise all the rights and powers of an owner

0.2K chars

ORS 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 security, if the purchaser is without notice of a particular defect, that

0.6K chars

ORS 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 lien is noted conspicuously on the security certificate. [1995 c.328 §25]

0.0K chars

ORS 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 does not occur if appropriate action has cured the overissue

0.9K chars

ORS 78.3010 Delivery. (1) Delivery of a certificated security to a purchaser occurs when

1.2K chars

ORS 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 the security that the transferor had or had power to transfer

0.3K chars

ORS 78.3030 “Protected purchaser.” (1) “Protected purchaser” means a purchaser of a certificated or uncertificated security, or of an interest therein, who

0.3K chars

ORS 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 security is to be transferred or who has power to transfer it. A holder may convert a blank indorsement to a special indorsement

1.2K chars

ORS 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 and the issuer may rely on it as completed, even though it has been completed incorrectly

0.2K chars

ORS 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

2.7K chars

ORS 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 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. If the transferor fails within a reasonable time to comply with the demand, the purchaser may reject or rescind the transfer. [1961 c.726 §78.3070; 1985 c.676 §78.3070; 1995 c.328 §33]

0.0K chars

ORS 78.3080 [1961 c.726 §78.3080; 1985 c.676 §78.3080; repealed by 1995 c.328 §71]

0.0K chars

ORS 78.3090 [1961 c.726 §78.3090; 1985 c.676 §78.3090; repealed by 1995 c.328 §71]

0.0K chars

ORS 78.3100 [1961 c.726 §78.3100; 1985 c.676 §78.3100; repealed by 1995 c.328 §71]

0.0K chars

ORS 78.3110 [1961 c.726 §78.3110; 1985 c.676 §78.3110; repealed by 1995 c.328 §71]

0.0K chars

ORS 78.3120 [1961 c.726 §78.3120; 1985 c.676 §78.3120; repealed by 1995 c.328 §71]

0.0K chars

ORS 78.3130 [1961 c.726 §78.3130; 1965 c.271 §4; 1985 c.676 §78.3130; repealed by 1995 c.328 §71]

0.0K chars

ORS 78.3140 [1961 c.726 §78.3140; 1985 c.676 §78.3140; repealed by 1995 c.328 §71]

0.0K chars

ORS 78.3150 [1961 c.726 §78.3150; 1985 c.676 §78.3150; repealed by 1995 c.328 §71]

0.0K chars

ORS 78.3160 [1961 c.726 §78.3160; 1985 c.676 §78.3160; repealed by 1995 c.328 §71]

0.0K chars

ORS 78.3170 [1961 c.726 §78.3170; 1985 c.676 §78.3170; repealed by 1995 c.328 §71]

0.0K chars

ORS 78.3180 [1961 c.726 §78.3180; 1985 c.676 §78.3180; repealed by 1995 c.328 §71]

0.0K chars

ORS 78.3190 [1961 c.726 §78.3190; 1985 c.676 §78.3190; repealed by 1995 c.328 §71]

0.0K chars

ORS 78.3200 [1965 c.271 §2; 1985 c.676 §78.3200; repealed by 1995 c.328 §71]

0.0K chars

ORS 78.3210 [1985 c.676 §78.3210; repealed by 1995 c.328 §71]

0.0K chars

ORS 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 an issuer with a request to register transfer of an uncertificated security, the issuer shall register the transfer as requested if

1.3K chars

ORS 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

1.8K chars

ORS 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 a security by communicating to the issuer a notification that identifies the registered owner and the issue of which the security is a part and provides an address for communications directed to the person making the demand. The demand is effective only if it is received by the issuer at a time and in a manner affording the issuer reasonable opportunity to act on it

2.3K chars