The Uniform Stock Transfer Act has been passed in Louisiana, Ohio, Maryland, Penn sylvania, Massachussetts, Michigan, New York, and Wisconsin.
Sec. 1. The title to a certificate and the shares represented by it can be transferred only by the delivery of the certificate, en dorsed thereon in blank or to a specified person, by the person appearing by the cer tificate to be the owner of the shares, or by a separate document containing a written assignment or power of attorney to sell, as sign or transfer, signed by such person. The assignment or power of attorney may be ei ther in blank or to a specified person. This provision applies although the charter or regulations or by-laws of the corporation and the certificate itself provide that the shares represented thereby shall be transferable only on the books of the corporation, or reg istered by a registrar or transferred by a transfer agent.
Sec. 4. The title of a transferee under a power of attorney not written upon the cer tificate, and of any person claiming under such transferee, shall cease if at any time prior to the surrender of the certificate, an other person, for value and in good faith and without notice of the prior transfer, shall purchase and obtain delivery of such certifi cate and the written assignment or power of attorney of such person, though contained in a separate document.
Sec. 5. The delivery of a. certificate in or der to transfer title in accordance with the provisions of Sec. 1, is efeectual except as provided in Sec. 7, though made by one hav ing no' right to possession and no authority from the owner of the certificate or from the person purporting to transfer the title.
Sec. 6. The endorsement of a certificate by the person appearing thereby to be the own er of the shares is effectual (except as pro vided in Sec. 7), though the endorser or transferor was induced by fraud, duress or mistake to make the endorsement or delivery, or has revoked the delivery of the certificate or authority given by the endorsement and delivery of the certificate,, or has died or has become legally incapacitated after the en dorsement whether before or after the deliv ery of the certificate, or has received no con sideration.
Sec. 7. If the indorsement or delivery of a certificate—(a.) Was procured by fraud or duress, or (b.) Was made under such mis take as to make the indorsement or delivery inequitable, or if the delivery of a certificate was made—(e.) Without authority from the owner, or (d.) After the owner's death or le gal incapacity, the, possession of the certifi cate may be reclaimed and the transfer there of rescinded, unless : 1. The certificate has been transferred to a purchaser for value, in good faith, without notice of any facts making the transfer wrongful, or, 2. The in jured person has elected to waive the injury, or has been guilty of laches in endeavoring to enforce his rights. Any court of appropri ate jurisdiction may enforce specifically such right to reclaim the possession of the certifi cate, or to rescind the transfer thereof, and, pending litigation, may enjoin the further transfer of the certificate or impound it.
Sec. 8. Although the transfer of a certifi cate or of shares represented thereby has been rescinded or set aside, nevertheless, if the transferee has possession of the certifi cate or of a new certificate representing part or the whole of the same shares of stock, a subsequent transfer of such certificate by the transferee, mediately or immediately, to a purchaser for value in good faith, without notice of any facts making the transfer wrongful, shall give such purchaser an inde feasible right to the certificate and the shares represented thereby.
Sec. 11. Any person who for value trans fers a certificate, unless a contrary intention appears, warrants that the certificate is gen nine; that he has a legal right to transfer it; and that he has no knowledge of any fact which would impair its validity. .
Sec. 13. No attachment or levy upon shares of stock for which a certificate is outstanding shall be valid until the certificate is actually seized or surrendered to the corporation which issued it or its transfer be enjoined.