§12A-8-107.

§12A-8-107.
   
   Whether Indorsement, Instruction, or Entitlement Order is Effective.
   
   (a) "Appropriate person" means:
   
   (1) with respect to an indorsement, the person specified by a security
   certificate or by an effective special indorsement to be entitled to
   the security;
   
   (2) with respect to an instruction, the registered owner of an
   uncertificated security;
   
   (3) with respect to an entitlement order, the entitlement holder;
   
   (4) if the person designated in paragraph (1), (2) or (3) of this
   subsection is deceased, the designated person's successor taking under
   other law or the designated person's personal representative acting
   for the estate of the decedent; or
   
   (5) if the person designated in paragraph (1), (2) or (3) of this
   subsection lacks capacity, the designated person's guardian,
   conservator, or other similar representative who has power under other
   law to transfer the security or financial asset.
   
   (b) An indorsement, instruction, or entitlement order is effective if:
   
   (1) it is made by the appropriate person;
   
   (2) it is made by a person who has power under the law of agency to
   transfer the security or financial asset on behalf of the appropriate
   person, including, in the case of an instruction or entitlement order,
   a person who has control under paragraph (2) of subsection (c) or
   paragraph (2) of subsection (d) of Section 8-106 of this title; or
   
   (3) the appropriate person has ratified it or is otherwise precluded
   from asserting its ineffectiveness.
   
   (c) An indorsement, instruction, or entitlement order made by a
   representative is effective even if:
   
   (1) the representative has failed to comply with a controlling
   instrument or with the law of the state having jurisdiction of the
   representative relationship, including any law requiring the
   representative to obtain court approval of the transaction; or
   
   (2) the representative's action in making the indorsement,
   instruction, or entitlement order or using the proceeds of the
   transaction is otherwise a breach of duty.
   
   (d) If a security is registered in the name of or specially indorsed
   to a person described as a representative, or if a securities account
   is maintained in the name of a person described as a representative,
   an indorsement, instruction, or entitlement order made by the person
   is effective even though the person is no longer serving in the
   described capacity.
   
   (e) Effectiveness of an indorsement, instruction, or entitlement order
   is determined as of the date the indorsement, instruction, or
   entitlement order is made, and an indorsement, instruction, or
   entitlement order does not become ineffective by reason of any later
   change of circumstances.