11-8-404. Wrongful registration.

Except as otherwise provided in Code Section 11-8-406, 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. (1)

   Pursuant to an ineffective indorsement or instruction;#

2. (2)

   After a demand that the issuer not register transfer became effective under subsection (a) of Code Section 11-8-403 and the issuer did not comply with subsection (b) of Code Section 11-8-403;#

3. (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. (4)

   By an issuer acting in collusion with the wrongdoer.#

An issuer that is liable for wrongful registration of transfer under subsection (a) of this Code section 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 Code Section 11-8-210.#

Except as otherwise provided in subsection (a) of this Code section 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.#