New Jersey § 12a:8-107

§ 12a:8-107.

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 a. 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 a. 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 12A:8-106; 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.