New York Laws
Part 3 - Transfer of Certificated and Uncertificated Securities
8-302 - Rights of Purchaser.

(a) Except as otherwise provided in subsections (b) and (c), a
purchaser of a certificated or uncertificated security acquires all
rights in the security that the transferor had or had power to transfer.
(b) A purchaser of a limited interest acquires rights only to the
extent of the interest purchased.
(c) A purchaser of a certificated security who as a previous holder
had notice of an adverse claim does not improve its position by taking
from a protected purchaser.