Sec. B-24. 11 MRSA §8-1302, sub-§(1), as enacted by PL 1997, c. 429, Pt. B, §2, is amended to read:

(1) Except as otherwise provided in subsections (2) and (3), upon delivery a purchaser of a certificated or uncertificated security to a purchaser, the purchaser acquires all rights in the security that the transferor had or had power to transfer.

Official Comment

1. Subsection (a) provides that if a purchaser of a certificated or uncertificated security is delivered (Section 8301) to a purchaser in a transfer, the purchaser acquires all rights that the transferor had or had power to transfer. This statement of the familiar "shelter" principle is qualified by the exceptions that a purchaser of a limited interest acquires only that interest, subsection (b), and that a person who does not qualify as a protected purchaser cannot improve its position by taking from a subsequent protected purchaser, subsection (c).

2. Although this section provides that a purchaser acquires a property interest in a certificated or uncertificated security upon "delivery,", it does not state that a person can acquire an interest in a security only by delivery purchase. Article 8 also is not a comprehensive codification of all of the law governing the creation or transfer of interests in securities by purchase. For example, the grant of a security interest is a transfer of a property interest, but the formal steps necessary to effectuate such a transfer are governed by Article 9 [Maine cite article 9- A] not by Article 8. Under the Article 9 [Maine cite article 9- A] rules, a security interest in a certificated or uncertificated security can be created by execution of a security agreement under Section 9-203 [Maine cite section 9-1203] and can be perfected by filing. A transfer of an Article 9 [Maine cite article 9-A] security interest can be implemented by an Article 8 delivery, but need not be.

Similarly, Article 8 does not determine whether a property interest in certificated or uncertificated security is acquired under other law, such as the law of gifts, trusts, or equitable remedies. Nor does Article 8 deal with transfers by operation of law. For example, transfers from decedent to administrator, from ward to guardian, and from bankrupt to trustee in bankruptcy are governed by other law as to both the time they occur and the substance of the transfer. The Article 8 rules do, however,