LD 2245
pg. 490
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LR 1087
Item 1

 
determine whether the issuer is obligated to recognize the rights
that a third party, such as a transferee, may acquire under other
law. See Sections 8-207, 8-401, and 8-404.

 
Official Comment §8-1502

 
3. The following examples illustrate the operation of Section
8-502.

 
Example 4. Debtor holds XYZ Co. shares in a securities
account with Able & Co. As collateral for a loan from Bank,
Debtor grants Bank a security interest in the security
entitlement to the XYZ Co. shares. Bank perfects by a method
which leaves Debtor with the ability to dispose of the shares.
See Section 9-115 9-312 [Maine cite section 9-1312]. In
violation of the security agreement, Debtor sells the XYZ Co.
shares and absconds with the proceeds. Assume - implausibly -
that Bank is able to trace the XYZ Co. shares and show that the
"same shares" ended up in Buyer's securities account with Baker &
Co. Section 8-502 precludes any action by Bank against Buyer,
whether framed in constructive trust or other theory, provided
that Buyer acquired the security entitlement for value and
without notice of adverse claims.

 
Example 6.__Debtor grants Alpha Co. a security interest in a
security entitlement that includes 1000 shares of XYZ Co. stock
that Debtor holds through an account with Able & Co.__Alpha also
has an account with Able.__Debtor instructs Able to transfer the
shares to Alpha, and Able does so by crediting the shares to
Alpha's account.__Alpha has control of the 1000 shares under
Section 8-106(d).__(The facts to this point are identical to
those in Section 8-106, Comment 4, Example 1, except that Alpha
Co. was Alpha Bank.)__Alpha next grants Beta Co. a security
interest in the 1000 shares included in Alpha's security
entitlement.__See Section 9-207(c)(3)[Maine cite section 9-1207,
subsection (3), paragraph (c)].__Alpha instructs Able to transfer
the shares to Gamma Co., Beta's custodian.__Able does so, and
Gamma credits the 1000 shares to Beta's account.__Beta now has
control under Section 8-106(d).__By virtue of Debtor's explicit
permission or by virtue of the permission inherent in Debtor's
creation of a security interest in favor of Alpha and Alpha's
resulting power to grant a security interest under Section 9-207
[Maine cite section 9-1207]. Debtor has no adverse claim to
assert against Beta, assuming implausibly that Debtor could
"trace" an interest to the Gamma account.__Moreover, even. if
Debtor did hold an adverse claim, if Beta did not have notice of
Debtor's claim, Section 8-502 will preclude any action by Debtor
against Beta, whether framed in constructive trust or other
theory.


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