Sec. 42a-8-106. Control.
Sec. 42a-8-106. Control. (a) A purchaser has "control" of a certificated security
in bearer form if the certificated security is delivered to the purchaser.
(b) A purchaser has "control" of a certificated security in registered form if the
certificated security is delivered to the purchaser, and:
(1) The certificate is endorsed to the purchaser or in blank by an effective endorsement; or
(2) The certificate is registered in the name of the purchaser, upon original issue or
registration of transfer by the issuer.
(c) A purchaser has "control" of an uncertificated security if:
(1) The uncertificated security is delivered to the purchaser; or
(2) The issuer has agreed that it will comply with instructions originated by the
purchaser without further consent by the registered owner.
(d) A purchaser has "control" of a security entitlement if:
(1) The purchaser becomes the entitlement holder;
(2) The securities intermediary has agreed that it will comply with entitlement orders originated by the purchaser without further consent by the entitlement holder; or
(3) Another person has control of the security entitlement on behalf of the purchaser
or, having previously acquired control of the security entitlement, acknowledges that it
has control on behalf of the purchaser.
(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 has control.
(f) A purchaser who has satisfied the requirements of subsection (c) or (d) of this
section has control, even if the registered owner in the case of subsection (c) of this
section or the entitlement holder in the case of subsection (d) of this section 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 may not enter into an agreement of the
kind described in subsection (c)(2) or (d)(2) of this section without the consent of the
registered owner or entitlement holder, but an issuer or a securities intermediary is not
required to enter into such an agreement even though the registered owner or entitlement
holder so directs. An issuer or securities intermediary that has entered into such an
agreement is not required to confirm the existence of the agreement to another party
unless requested to do so by the registered owner or entitlement holder.
(1959, P.A. 133, S. 8-106; P.A. 79-435, S. 5; P.A. 97-182, S. 6; P.A. 01-132, S. 147.)
History: P.A. 79-435 rephrased provisions and clarified applicability of law with respect to certificated and uncertificated
securities; P.A. 97-182 entirely replaced former provisions re applicable law with provisions re control; P.A. 01-132 added
Subsec. (d)(3) re when another person has control of the security entitlement on behalf of the purchaser and amended
Subsec. (f) to replace references to Subsec. (c)(2) with Subsec. (c) and references to Subsec. (d)(2) with Subsec. (d) where
appearing.
See Sec. 42a-8-110 for successor provisions to Sec. 42a-8-106, revised to 1997, re applicable law.