Massachusetts General Laws
Article 8 - Investment Securities
Section 8-105 - Notice of Adverse Claim

Section 8–105. (a) A person has notice of an adverse claim if:
(1) the person knows of the adverse claim;
(2) the person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or
(3) the person has a duty, imposed by statute or regulation, to investigate whether an adverse claim exists, and the investigation so required would establish the existence of the adverse claim.
(b) Having knowledge that a financial asset or interest therein is or has been transferred by a representative imposes no duty of inquiry into the rightfulness of a transaction and is not notice of an adverse claim. However, a person who knows that a representative has transferred a financial asset or interest therein in a transaction that is, or whose proceeds are being used, for the individual benefit of the representative or otherwise in breach of duty has notice of an adverse claim.
(c) An act or event that creates a right to immediate performance of the principal obligation represented by a security certificate or sets a date on or after which the certificate is to be presented or surrendered for redemption or exchange does not itself constitute notice of an adverse claim except in the case of a transfer more than:
(1) one year after a date set for presentment or surrender for redemption or exchange; or
(2) six months after a date set for payment of money against presentation or surrender of the certificate, if money was available for payment on that date.
(d) A purchaser of a certificated security has notice of an adverse claim if the security certificate:
(1) whether in bearer or registered form, has been indorsed ''for collection'' or ''for surrender'' or for some other purpose not involving transfer; or
(2) is in bearer form and has on it an unambiguous statement that it is the property of a person other than the transferor, but the mere writing of a name on the certificate is not such a statement.
(e) Filing of a financing statement under article 9 is not notice of an adverse claim to a financial asset.

Structure Massachusetts General Laws

Massachusetts General Laws

Part I - Administration of the Government

Title XV - Regulation of Trade

Chapter 106 - Uniform Commercial Code

Article 8 - Investment Securities

Section 8-404 - Wrongful Registration

Section 8-403 - Demand That Issuer Not Register Transfer

Section 8-402 - Assurance That Indorsement or Instruction Is Effective

Section 8-401 - Duty of Issuer to Register Transfer

Section 8-305 - Instruction

Section 8-304 - Indorsement

Section 8-303 - Protected Purchaser

Section 8-405 - Replacement of Lost, Destroyed, or Wrongfully Taken Security Certificate

Section 8-306 - Effect of Guaranteeing Signature, Indorsement, or Instruction

Section 8-406 - Obligation to Notify Issuer of Lost, Destroyed, or Wrongfully Taken Security Certificate

Section 8-509 - Specification of Duties of Securities Intermediary by Other Statute or Regulation; Manner of Performance of Duties of Securities Intermediary and Exercise of Rights of Entitlement Holder

Section 8-501 - Securities Account; Acquisition of Security Entitlement From Securities Intermediary

Section 8-502 - Assertion of Adverse Claim Against Entitlement Holder

Section 8-503 - Property Interest of Entitlement Holder in Financial Asset Held by Securities Intermediary

Section 8-504 - Duty of Securities Intermediary to Maintain Financial Asset

Section 8-505 - Duty of Securities Intermediary With Respect to Payments and Distributions

Section 8-506 - Duty of Securities Intermediary to Exercise Rights as Directed by Entitlement Holder

Section 8-507 - Duty of Securities Intermediary to Comply With Entitlement Order

Section 8-508 - Duty of Securities Intermediary to Change Entitlement Holder's Position to Other Form of Security Holding

Section 8-510 - Rights of Purchaser of Security Entitlement From Entitlement Holder

Section 8-511 - Priority Among Security Interests and Entitlement Holders

Section 8-302 - Rights of Purchaser

Section 8-407 - Authenticating Trustee, Transfer Agent, and Registrar

Section 8-301 - Delivery

Section 8-307 - Purchaser's Right to Requisites for Registration of Transfer

Section 8-209 - Issuer's Lien

Section 8-101 - Short Title

Section 8-210 - Overissue

Section 8-102 - Definitions

Section 8-103 - Rules for Determining Whether Certain Obligations and Interests Are Securities or Financial Assets

Section 8-104 - Acquisition of Security or Financial Asset or Interest Therein

Section 8-105 - Notice of Adverse Claim

Section 8-106 - Control

Section 8-107 - Whether Indorsement, Instruction, or Entitlement Order Is Effective

Section 8-108 - Warranties in Direct Holding

Section 8-109 - Warranties in Indirect Holding

Section 8-110 - Applicability; Choice of Law

Section 8-111 - Clearing Corporation Rules

Section 8-207 - Rights and Duties of Issuer With Respect to Registered Owners

Section 8-113 - Statute of Frauds Inapplicable

Section 8-208 - Effect of Signature of Authenticating Trustee, Registrar, or Transfer Agent

Section 8-112 - Creditor's Legal Process

Section 8-205 - Effect of Unauthorized Signature on Security Certificate

Section 8-204 - Effect of Issuer's Restriction on Transfer

Section 8-203 - Staleness as Notice of Defect or Defense

Section 8-206 - Completion or Alteration of Security Certificate

Section 8-201 - Issuer

Section 8-116 - Securities Intermediary as Purchaser for Value

Section 8-115 - Securities Intermediary and Others Not Liable to Adverse Claimant

Section 8-114 - Evidentiary Rules Concerning Certificated Securities

Section 8-202 - Issuer's Responsibility and Defenses; Notice of Defect or Defense