LD 2245
pg. 234
Page 233 of 493 An Act to Adopt the Model Revised Article 9 Secured Transactions Page 235 of 493
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LR 1087
Item 1

 
Debtor will continue to receive dividends and distributions, and
will continue to have the right to direct dispositions, but Alpha
will also have the right to direct dispositions and receive the
proceeds. Later, Debtor borrows from Beta and grants Beta a
security interest all its investment property, existing and
after-acquired. Debtor, Able, and Beta enter into an agreement
under which Debtor will continue to receive dividends and
distributions, and will continue to have the right to direct
dispositions, but Beta will also have the right to direct
dispositions and receive the proceeds. Alpha and Beta both have
perfected-by-control security interests in the security
entitlement to the XYZ Co. stock by virtue of their agreements
with Able. See Sections 9-314(a), 9-106(a) [Maine cite section
9-1314, subsection (1), section 9-1106, subsection (1)], 8-
106(d)(2) [Maine cite section 8-1106, subsection (4), paragraph
(b)]. Under paragraph (2)(B)(ii) [Maine cite subsection (2),
paragraph (b), subparagraph (ii)], the priority of each security
interest dates from the time of the secured party's agreement
with Able. Because Alpha's agreement was first in time, Alpha
has priority. This priority applies equally to security
entitlements to financial assets credited to the account after
the agreement was entered into.

 
The priority rule is analogous to "first-to-file" priority
under Section 9-322 [Maine cite section 9-1322] with respect to
after-acquired collateral. Paragraphs (2)(B)(i) and (2)(B)(iii)
[Maine cite subsection (2), paragraph (b), subparagraphs (i) and
(iii)] provide similar rules for security entitlements as to
which control is obtained by other methods, and paragraph (2)(C)
[Maine cite subsection (2), paragraph (c)] provides a similar
rule for commodity contracts carried in a commodity account.
Section 8-510 also has been revised to provide a temporal
priority conforming to paragraph (2)(B) [Maine cite subsection
(2), paragraph (b)].

 
6. Certificated Securities. A long-standing practice has
developed whereby secured parties whose collateral consists of a
security evidenced by a security certificate take possession of
the security certificate. If the security certificate is in
bearer form, the secured party's acquisition of possession
constitutes "delivery" under Section 8-301(a)(1) [Maine cite
section 8-1301, subsection (1), paragraph (a)], and the delivery
constitutes "control" under Section 8-106(a) [Maine cite section
8-1106, subsection (1)]. Comment 5 discusses the priority of
security interests perfected by control of investment property.

 
If the security certificate is in registered form, the secured
party will not achieve control over the security unless the
security certificate contains an appropriate indorsement or is
(re)registered in the secured party's name. See Section


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