Ohio Revised Code Search

...Judicial process against goods covered by negotiable document of title [UCC 7-602] Unless a document of title was originally issued upon delivery of the goods by a person that did not have power to dispose of them, a lien does not attach by virtue of any judicial process to goods in the possession of a bailee for which a negotiable document of title is outstanding unless possession or control of the document ...

...f the adverse claims or to commence an action for interpleader. The bailee may assert an interpleader either in defending an action for nondelivery of the goods or by original action.

...se sections do not apply to a right of action that has accrued before the effective date of this section.

...Savings clause [UCC 7-704] A document of title issued or a bailment that arises before the effective date of sections 1307.101 to 1307.603 of the Revised Code and the rights, obligations, and interests flowing from that document or bailment are governed by any statute or other rule amended or repealed by H.B. 9 of the 129th general assembly as if amendment or repeal had not occurred and may be terminated, com...

...ies laws, but without excluding a bank acting in that capacity. (4) "Certificated security" means a security that is represented by a certificate. (5) "Clearing corporation" means: (a) A person that is registered as a "clearing agency" under the federal securities laws; (b) A federal reserve bank; or (c) Any other person that provides clearance or settlement services with respect to financial assets that wou...

...icy or endowment policy or annuity contract issued by an insurance company. (C) An interest in a partnership or limited liability company is not a security unless it is dealt in or traded on securities exchanges or in securities markets, its terms expressly provide that it is a security governed by this chapter, or it is an investment company security. However, an interest in a partnership or limited liability...

...overissue does not occur if appropriate action has cured the overissue.

...The following rules apply in an action on a certificated security against the issuer: (A) Unless specifically denied in the pleadings, each signature on a security certificate or in a necessary indorsement is admitted; (B) If the effectiveness of a signature is put in issue, the burden of establishing effectiveness is on the party claiming under the signature, but the signature is presumed to be genuine or authoriz...

...(A) The local law of the issuer's jurisdiction, as specified in division (D) of this section, governs: (1) The validity of a security; (2) The rights and duties of the issuer with respect to registration of transfer; (3) The effectiveness of registration of transfer by the issuer; (4) Whether the issuer owes any duties to an adverse claimant to a security; and (5) Whether an adverse claim can be asserted against...

...A rule adopted by a clearing corporation governing rights and obligations among the clearing corporation and its participants in the clearing corporation is effective even if the rule conflicts with this chapter and affects another party who does not consent to the rule.

...A contract or modification of a contract for the sale or purchase of a security is enforceable whether or not there is a writing signed or record authenticated by a party against whom enforcement is sought, even if the contract or modification is not capable of performance within one year of its making.

...; (3) Directly or indirectly creates fractional interests in its rights or property, if the fractional interests are represented by security certificates; or (4) Becomes responsible for, or in place of, any other person described as an issuer in this section. (B) With respect to obligations on or defenses to a security, a guarantor is an issuer to the extent of its guaranty, whether or not its obligation is noted ...

...t the right of a party to cancel a contract for a security "when, as and if issued" or "when distributed" in the event of a material change in the character of the security that is the subject of the contract or in the plan or arrangement pursuant to which the security is to be issued or distributed. (F) If a security is held by a securities intermediary against whom an entitlement holder has a security entitlement ...

...After an act or event, other than a call that has been revoked, creating a right to immediate performance of the principal obligation represented by a certificated security or that sets a date on or after which the security is to be presented or surrendered for redemption or exchange, a purchaser is charged with notice of any defect in its issue or defense of the issuer if the act or event: (A) Requires the payment ...

...is ineffective against a person without actual knowledge of it unless: (1) The security is certificated and the restriction is noted conspicuously on the security certificate; or (2) The security is uncertificated and the registered owner has been notified of the restriction. (B) A lien in favor of an issuer upon a certificated security is valid against a purchaser only if the right of the issuer to the lien is no...

...An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by: (A) An authenticating trustee, registrar, transfer agent, or other person entrusted by the issuer with the signing of the s...

...(A) If a security certificate contains the signatures necessary to its issue or transfer but is incomplete in any other respect: (1) Any person may complete it by filling in the blanks as authorized; and (2) Even if the blanks are incorrectly filled in, the security as completed is enforceable by a purchaser who took it for value and without notice of the incorrectness. (B) A complete security certificate that has...

...(A) Before due presentment for registration of transfer of a certificated security in registered form or of an instruction requesting registration of transfer of an uncertificated security, the issuer or indenture trustee may treat the registered owner as the person exclusively entitled to vote, receive notifications, and otherwise exercise all the rights and powers of an owner. (B) This chapter does not affect the ...

...(A) A person signing a security certificate as authenticating trustee, registrar, transfer agent, or the like, warrants to a purchaser for value of the certificated security, if the purchaser is without notice of the particular defect, that: (1) The certificate is genuine; (2) The person's own participation in the issue of the security is within the person's capacity and within the scope of the authority received b...

...(A) Except as otherwise provided in divisions (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...

...(A) A "protected purchaser" means a purchaser of a certificated or uncertificated security, or of an interest therein, who: (1) Gives value; (2) Does not have notice of any adverse claim to the security; and (3) Obtains control of the certificated or uncertificated security. (B) In addition to acquiring the rights of a purchaser, a protected purchaser also acquires its interest in the security free of any adverse...

...(A) A person acquires a security or an interest therein, under this chapter, if: (1) The person is a purchaser to whom a security is delivered pursuant to section 1308.27 of the Revised Code; or (2) The person acquires a security entitlement to the security pursuant to section 1308.51 of the Revised Code. (B) A person acquires a financial asset, other than a security, or an interest therein, under this chapter, if...

...rse claim; (2) The person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or (3) The person has a duty, imposed by statute or rule, to investigate whether an adverse claim exists, and the investigation so required would establish the existence of the adverse cla...

...feror or indorser does not know of any fact that might impair the validity of the security; (3) There is no adverse claim to the security; (4) The transfer does not violate any restriction on transfer; (5) If the transfer is by indorsement, the indorsement is made by an appropriate person, or if the indorsement is by an agent, the agent has actual authority to act on behalf of the appropriate person; and (6) The ...

...ent order is by an agent, the agent has actual authority to act on behalf of the appropriate person; and (2) There is no adverse claim to the security entitlement. (B) A person who delivers a security certificate to a securities intermediary for credit to a securities account or originates an instruction with respect to an uncertificated security directing that the uncertificated security be credited to a securitie...