2012 Pennsylvania Consolidated Statutes
Title 13 - COMMERCIAL CODE
Chapter 84 - Registration
Section 8404 - Wrongful registration

     § 8404.  Wrongful registration.
        (a)  General rule.--Except as otherwise provided in section
     8406 (relating to obligation to notify issuer of lost, destroyed
     or wrongfully taken security certificate), an issuer is liable
     for wrongful registration of transfer if the issuer has
     registered a transfer of a security to a person not entitled to
     it and the transfer was registered:
            (1)  pursuant to an ineffective indorsement or
        instruction;
            (2)  after a demand that the issuer not register transfer
        became effective under section 8403(a) (relating to demand
        that issuer not register transfer) and the issuer did not
        comply with section 8403(b);
            (3)  after the issuer had been served with an injunction,
        restraining order or other legal process enjoining it from
        registering the transfer, issued by a court of competent
        jurisdiction, and the issuer had a reasonable opportunity to
        act on the injunction, restraining order or other legal
        process; or
            (4)  by an issuer acting in collusion with the wrongdoer.
        (b)  Obligations of issuer.--An issuer that is liable for
     wrongful registration of transfer under subsection (a) on demand
     shall provide the person entitled to the security with a like
     certificated or uncertificated security and any payments or
     distributions that the person did not receive as a result of the
     wrongful registration. If an overissue would result, the
     issuer's liability to provide the person with a like security is
     governed by section 8210 (relating to overissue).
        (c)  Registration pursuant to effective indorsement or
     instruction.--Except as otherwise provided in subsection (a) or
     in a law relating to the collection of taxes, an issuer is not
     liable to an owner or other person suffering loss as a result of
     the registration of a transfer of a security if registration was
     made pursuant to an effective indorsement or instruction.

        Cross References.  Section 8404 is referred to in section
     8406 of this title.