Okla. Stat. tit. 12A § 8-302

Current through Laws 2024, c. 378.

Section 8-302 - Rights of Purchaser

(a) Except as otherwise provided in subsections (b) and (c) of this section, 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.

Okla. Stat. tit. 12A, § 8-302

Added by Laws 1961, SB 36, p. 155, § 8-302; Amended by Laws 1984, HB 1800, c. 76, § 19, eff. 11/1/1984; Amended by Laws 1995, SB 522, c. 242, § 28, eff. 2/1/1996; Amended by Laws 2000, SB 1519, c. 371, §164, eff. 7/1/2001.

Oklahoma Code Comment

This Section is a revision of former Section 8-301. Subsections (a) and (b) state the general rules regarding purchasers' rights. The basic exception to the general rules is found in subsection (c).

Subsection (c) is substantively the same as pre-revision sub section 8- 302(4) (and the 1961 version of Section 8-301 ) which stated a purchaser who had actually been a party to any fraud or illegality affecting the security or who had notice could not improve his or her position by taking from a protected person. Pre-revision sub section 8-302(4) was similar to the "shelter" provision of former 48 Okla. Stat. § 128 (1910), which predated the 1961 version of Article 8.

As Official Comment 2 states, Article 8 is not a comprehensive codification of all the law governing the creation or transfer of interests in securities. For example, Oklahoma has adopted the Uniform Transfers to Minors Act at 58 Okla. Stat. §§ 1201-1225, which allows any kind of property, real or personal, tangible or intangible, to be made the subject of a transfer to a custodian for the benefit of a minor. However, unlike a trust, a custodianship is not a separate legal entity or taxpayer. Thus, the custodial property is indefeasibly vested in the minor, not the custodian, and any income received is attributable to and reportable by the minor, whether or not actually distributed to the minor.

Other federal and state statutes also may impact the creation or transfer of interests in securities. See, for example, the succession laws at 84 Okla. Stat. §§ 211-261; UCC Article 9, 12A Okla. Stat. §§ 9-101 to 9-507; and the Oklahoma Uniform TOD (Transfer on Death) Security Registration Act, 71 Okla. Stat. §§ 901-913 (enacted in 1994). See also UCC § 8-304, Oklahoma Comment.

Prior Statutory Provisions:

18 Okla. Stat. §§ 1.87, 1.90, 1.102 (1947).

48 Okla. Stat. §§ 122, 127-129 (1910).

Pre-revision UCC §§ 8-301 and 8-302(4).