Section 8--404. Wrongful Registration.

(a) Except as otherwise provided in Section 8--406, 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 8--403(a) and the issuer did not

comply with Section 8--403(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) 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 8--210.

(c) 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.