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8-6-78
Section 8-6-78 (Repealed effective January 1, 1997) Nonliability of third persons. (a) No person
who participates in the acquisition, disposition, assignment, or transfer of a security by
or to a fiduciary, including a person who guarantees the signature of the fiduciary, is liable
for participation in any breach of fiduciary duty by reason of failure to inquire whether
the transaction involves such a breach unless it is shown that he acted with actual knowledge
that the proceeds of the transaction were being, or were to be, used wrongfully for the individual
benefit of the fiduciary or that the transaction was otherwise in breach of duty. (b) If a
corporation, or transfer agent, makes a transfer pursuant to an assignment by a fiduciary,
a person who guaranteed the signature of the fiduciary is not liable on the guarantee to any
person to whom the corporation or transfer agent, by reason of this article, incurs no liability.
(c) This section does not impose any liability upon the...
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8-6-71
Section 8-6-71 (Repealed effective January 1, 1997) Definitions. For the purposes of this article,
unless the context otherwise requires, the following terms shall have the meanings respectively
ascribed to them by this section: Assignment. Such term includes any written stock power,
bond power, bill of sale, deed, declaration of trust, or other instrument of transfer. Claim
of beneficial interest. Such term includes a claim of any interest by a decedent's legatee,
distributee, heir or creditor, a beneficiary under a trust, a ward, a beneficial owner of
a security registered in the name of a nominee or a minor owner of a security registered in
the name of a custodian, or a claim of any similar interest whether the claim is asserted
by the claimant, a fiduciary, or by any other authorized person on his behalf and includes
a claim that the transfer would be in breach of fiduciary duties. Corporation. A private or
public corporation, association, or trust issuing a security. Fiduciary. An...
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7-1-201
Section 7-1-201 General definitions. (a) [Reserved]. (b) Subject to additional definitions
contained in the subsequent articles of this title which are applicable to specific articles
or parts thereof, and unless the context otherwise requires, in this title: (1) "Action,"
in the sense of a judicial proceeding, includes recoupment, counterclaim, set-off, suit in
equity, and any other proceeding in which rights are determined. (2) "Aggrieved party"
means a party entitled to pursue a remedy. (3) "Agreement," as distinguished from
"contract," means the bargain of the parties in fact, as found in their language
or inferred from other circumstances, including course of performance, course of dealing,
or usage of trade as provided in Section 7-1-303. (4) "Bank" means a person engaged
in the business of banking and includes a savings bank, savings and loan association, credit
union, and trust company. (5) "Bearer" means a person in possession of a negotiable
instrument, document of title, or...
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8-6-75
Section 8-6-75 (Repealed effective January 1, 1997) Assignment by fiduciary. Except as otherwise
provided in this article, a corporation or transfer agent making a transfer of a security
pursuant to an assignment by a fiduciary may: Assume without inquiry that the assignment,
even though to the fiduciary himself or to his nominee, is within his authority and capacity
and is not in breach of his fiduciary duties; Assume without inquiry that the fiduciary has
complied with any controlling instrument and with the law of the jurisdiction governing the
fiduciary relationship, including any law requiring the fiduciary to obtain court approval
of the transfer; and Not be charged with notice of, and is not bound to obtain or examine
any court record or any recorded or unrecorded document relating to, the fiduciary relationship
or the assignment even though the record or document is in its possession. (Acts 1961, No.
1016, p. 1593, §3.)...
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8-6-77
Section 8-6-77 (Repealed effective January 1, 1997) Adverse claims. (a) A person asserting
a claim of beneficial interest adverse to the transfer of a security pursuant to an assignment
by a fiduciary may give the corporation or transfer agent written notice of the claim. The
corporation or transfer agent is not put on notice unless the written notice identifies the
claimant, the registered owner, and the issue of which the security is a part, provides an
address for communications directed to the claimant, and is received before the transfer.
Nothing in this article relieves the corporation or transfer agent of any liability for making
or refusing to make the transfer after it is so put on notice, unless it proceeds in the manner
authorized in subsection (b) of this section. (b) As soon as practicable after the presentation
of a security for transfer pursuant to an assignment by a fiduciary, a corporation or transfer
agent which has received notice of a claim of beneficial interest...
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8-6-76
Section 8-6-76 (Repealed effective January 1, 1997) Obtaining evidence of appointment or incumbency;
standards of evidence; notice of document contents. (a) A corporation or transfer agent making
a transfer of a security pursuant to an assignment by a fiduciary who is not the registered
owner shall obtain the following evidence of appointment or incumbency: In the case of a fiduciary
appointed or qualified by a court, a certificate issued by or under the direction or supervision
of that court or an officer thereof and dated within 60 days before the transfer; or In any
other case, a copy of a document showing the appointment or a certificate issued by or on
behalf of a person reasonably believed by the corporation or transfer agent to be responsible
or, in the absence of such a document or certificate, other evidence reasonably deemed by
the corporation or transfer agent to be appropriate. (b) Corporations and transfer agents
may adopt standards with respect to evidence of appointment...
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7-3-307
Section 7-3-307 Notice of breach of fiduciary duty. (a) In this section: (1) "Fiduciary"
means an agent, trustee, partner, corporate officer or director, or other representative owing
a fiduciary duty with respect to an instrument. (2) "Represented person" means the
principal, beneficiary, partnership, corporation, or other person to whom the duty stated
in subdivision (1) is owed. (b) If (i) an instrument is taken from a fiduciary for payment
or collection or for value, (ii) the taker has knowledge of the fiduciary status of the fiduciary,
and (iii) the represented person makes a claim to the instrument or its proceeds on the basis
that the transaction of the fiduciary is a breach of fiduciary duty, the following rules apply:
(1) Notice of breach of fiduciary duty by the fiduciary is notice of the claim of the represented
person. (2) In the case of an instrument payable to the represented person or the fiduciary
as such, the taker has notice of the breach of fiduciary duty if the...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/7-3-307.htm - 2K - Match Info - Similar pages
8-6-72
Section 8-6-72 (Repealed effective January 1, 1997) Registration and transfer governed by state
of incorporation; applicability of article. (a) The rights and duties of a corporation and
its transfer agents in registering a security in the name of a fiduciary or in making a transfer
of a security pursuant to an assignment by a fiduciary are governed by the law of the jurisdiction
under whose laws the corporation is organized. (b) This article applies to the rights and
duties of a person other than the corporation and its transfer agents with regard to acts
and omissions in this state in connection with the acquisition, disposition, assignment, or
transfer of a security by, or to, a fiduciary and of a person who guarantees in this state
the signature of a fiduciary in connection with such a transaction. (Acts 1961, No. 1016,
p. 1593, §8.)...
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19-3B-802
Section 19-3B-802 Duty of loyalty. (a) A trustee shall administer the trust solely in the interests
of the beneficiaries. (b) Subject to the rights of persons dealing with or assisting the trustee
as provided in Section 19-3B-1012, a sale, encumbrance, or other transaction involving the
investment or management of trust property entered into by the trustee for the trustee's own
personal account or which is otherwise affected by a conflict between the trustee's fiduciary
and personal interests is voidable by a beneficiary affected by the transaction unless: (1)
the transaction was authorized by the terms of the trust; (2) the transaction was approved
by the court; (3) the beneficiary did not commence a judicial proceeding within the time allowed
by Section 19-3B-1005; (4) the beneficiary consented to the trustee's conduct, ratified the
transaction, or released the trustee in compliance with Section 19-3B-1009; or (5) the transaction
involves a contract entered into or claim acquired by...
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8-6-2
Section 8-6-2 Definitions. When used in this article, unless the context otherwise requires,
the following terms shall have the meanings respectively ascribed to them by this section:
(1) COMMISSION or SECURITIES COMMISSION. The securities commission. (2) AGENT. Any individual
other than a dealer who represents a dealer or issuer in effecting or attempting to effect
sales of securities, but such term does not include an individual who represents an issuer
in: a. Effecting a transaction in a security exempted by subdivisions (1), (2), (3), (4),
(9) or (10) of Section 8-6-10; b. Effecting transactions exempted by Section 8-6-11; or c.
Effecting transactions with existing employees, partners, or directors of the issuer if no
commission or other remuneration is paid or given directly or indirectly for soliciting any
person in this state. A partner, officer, or director of a dealer or issuer is an agent if
he otherwise comes within this definition. (3) DEALER. Any person engaged in the...
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