The trustee or other liquidator, acting on behalf of all entitlement holders having security entitlements with respect to a particular financial asset, may recover the financial asset, or interest therein, from the purchaser. If the trustee or other liquidator elects not to pursue that right, an entitlement holder whose security entitlement remains unsatisfied has the right to recover its interest in the financial asset from the purchaser.
Okla. Stat. tit. 12A, § 8-503
Oklahoma Code Comment
To the extent necessary to satisfy customer claims, securities held by a broker for its customers are not property of the broker subject to the claims of its creditors, except with respect to creditors to whom the securities have been pledged as collateral as provided in Section 8-511 . This Section does not necessarily determine how property held by an insolvent broker will be distributed. That question will be determined by the federal Bankruptcy Code and Securities Investor Protection Act, or other insolvency law in cases not governed by those statutes.
Although customer securities are not to this extent property of the broker, this does not mean the customer generally can assert claims against third parties to whom the broker may have transferred the securities. It is a fundamental principle of Part 5 that it is the responsibility of the securities intermediary to ensure the entitlement holder receives the economic and corporate rights comprising the security, and the entitlement holder can generally look only to the securities intermediary to discharge that responsibility.
Therefore, the entitlement holder can assert claims against third-party transferees only when: (1) the securities intermediary is the subject of insolvency proceedings; (2) the intermediary is unable to perform its obligations to the holder; (3) the transfer was a violation of the intermediary's duties under Section 8-504 to maintain financial assets sufficient to satisfy the rights of its entitlement holders; and (4) the transferee has not given value, obtained control, or acted in collusion with the intermediary in violating its Section 8-504 duties.
Prior Statutory Provisions:
Cf. pre-revision UCC § 8-313(2).