(a) In a case not covered by the priority rules in Article 9 or the
rules stated in subsection (c), an action based on an adverse claim to a
financial asset or security entitlement, whether framed in conversion,
replevin, constructive trust, equitable lien, or other theory, may not
be asserted against a person who purchases a security entitlement, or an
interest therein, from an entitlement holder if the purchaser gives
value, does not have notice of the adverse claim, and obtains control.
(b) If an adverse claim could not have been asserted against an
entitlement holder under Section 8--502, the adverse claim cannot be
asserted against a person who purchases a security entitlement, or an
interest therein, from the entitlement holder.
(c) In a case not covered by the priority rules in Article 9, a
purchaser for value of a security entitlement, or an interest therein,
who obtains control has priority over a purchaser of a security
entitlement, or an interest therein, who does not obtain control. Except
as otherwise provided in subsection (d), purchasers who have control
rank according to priority in time of:
(1) the purchaser's becoming the person for whom the securities
account, in which the security entitlement is carried, is
maintained, if the purchaser obtained control under Section
8--106(d)(1);
(2) the securities intermediary's agreement to comply with the
purchaser's entitlement orders with respect to security
entitlements carried or to be carried in the securities
account in which the security entitlement is carried, if the
purchaser obtained control under Section 8--106(d)(2); or
(3) if the purchaser obtained control through another person
under Section 8--106(d)(3), the time on which priority would
be based under this subsection if the other person were the
secured party.
(d) A securities intermediary as purchaser has priority over a
conflicting purchaser who has control unless otherwise agreed by the
securities intermediary.
Structure New York Laws
Article 8 - Investment Securities
8-401 - Duty of Issuer to Register Transfer.
8-402 - Assurance That Indorsement or Instruction Is Effective.
8-403 - Demand That Issuer Not Register Transfer.
8-404 - Wrongful Registration.
8-405 - Replacement of Lost, Destroyed, or Wrongfully Taken Security Certificate.
8-406 - Obligation to Notify Issuer of Lost, Destroyed, or Wrongfully Taken Security Certificate.
8-407 - Authenticating Trustee, Transfer Agent, and Registrar.
8-501 - Securities Account; Acquisition of Security Entitlement From Securities Intermediary.
8-502 - Assertion of Adverse Claim Against Entitlement Holder.
8-503 - Property Interest of Entitlement Holder in Financial Asset Held by Securities Intermediary.
8-504 - Duty of Securities Intermediary to Maintain Financial Asset.
8-505 - Duty of Securities Intermediary With Respect to Payments and Distributions.
8-506 - Duty of Securities Intermediary to Exercise Rights as Directed by Entitlement Holder.
8-507 - Duties of Securities Intermediary to Comply With Entitlement Order.
8-510 - Rights of Purchaser of Security Entitlement From Entitlement Holder.
8-511 - Priority Among Security Interests and Entitlement Holders.
8-601 - Savings Clause; Effect on Prior Perfected Security Interest.
8-602 - Cross-References to Former Article 8; Meaning or Interpretation.