Ohio § 1701.28

§ 1701.28.

(A) As used in this section “ security ” means scrip issued in lieu of fractional shares, warrants, and rights to purchase

or subscribe for shares, and promissory obligations of a corporation in registered

form. (B) A corporation shall incur no liability if: (1) In executing and delivering a certificate for shares or other securities of such

corporation, whether upon original issue or transfer thereof, or in transferring on

its records such shares or other securities, it adds to the name of the person inscribed

as the owner of record of the shares or other securities such words of description,

limitation, or qualification as, in the case of an original issue, are specified by

the purchaser or subscriber or, in the case of transfer, as are specified in the indorsement,

assignment, or instrument relative thereto; (2) It treats any person in whose name shares or other securities stand of record on

its books as the absolute owner thereof, with full competency, capacity, and authority

to exercise all rights of ownership thereof irrespective of any knowledge or notice

to the contrary, or any description, limitation, or qualification, or reference to

any other instrument, or to the rights of any other person, appearing upon its records

or upon the certificate for shares or such other securities; (3) When any person has furnished to the issuing corporation proof, satisfactory to it,

of his appointment and qualifications as: (a) executor under the last will of a deceased holder of record of its shares or such

other securities; (b) an administrator of the estate of such a holder; (c) a guardian, committee, or conservator of the estate of a ward or incompetent who

is a holder of record of its shares or such other securities; (d) a trustee in bankruptcy of such a holder; (e) a statutory or judicial receiver or liquidator of the estate or affairs of such a

holder;  it treats such a fiduciary as the absolute owner of such shares or securities

to the same extent as though such fiduciary were the holder of record thereof; (4) When any other fiduciary has furnished to the corporation proof, satisfactory to

it, of his authority to exercise any rights with respect to shares or such other securities

of the corporation which do not stand of record in his name, it treats such fiduciary

as entitled to exercise such rights; (5) When two or more fiduciaries claim to be entitled to the same rights with respect

to the same shares or securities, it refuses to treat any of them as entitled to such

rights unless proof, satisfactory to it, is furnished as to which of such fiduciaries

is entitled to the rights in question. (C) The corporation is not obligated to inquire into the existence of, or to see to the

performance or observance of, any duty or obligation to a third person by a holder

of record of any of its shares or other securities or by anyone whom it may, as provided

in this section, treat as the absolute owner thereof. (D) When the corporation has treated a minor as entitled to exercise any rights of ownership

in its shares or other securities, no subsequent disaffirmance or avoidance is effective

as against the corporation. (E) The rights, privileges, and immunities afforded to the corporation in this section

extend also to each transfer agent and to each registrar of its shares or other securities,

to its inspectors of election, and to all agents of the corporation concerned with

the exercise of any rights by any of its shareholders or security holders. (F) This section does not enlarge or affect the competency, authority, rights, privileges,

immunities, or obligations of any holder of record of shares or other securities or

of any fiduciary with respect to any person other than the corporation issuing such

shares or other securities and its agents or representatives described in division

(E) of this section;  and this section does not relieve the corporation from any liability

which it otherwise would have for breach by it of a contract to which it is a party,

or for violation of lawful provisions in the articles or the regulations, or for participating

in bad faith with a fiduciary in the breach of any duty of the latter, or from any

liability by reason of transactions by the corporation involving the acquisition or

disposition by it of any of its shares or other securities. (G) A corporation is not entitled to the rights, privileges, and immunities otherwise

afforded to it under this section in respect of any particular actions referred to

in this section, in the event and to the extent that such action was taken contrary

to the order of a court of competent jurisdiction in a proceeding to which the corporation

was a party, or contrary to a judgment, order, or decree of a court of competent jurisdiction

terminating, suspending, or restricting the particular rights of the holder of record

of such shares or other securities or the fiduciary relationship with respect thereto,

or the competency or authority of such holder or fiduciary, or transferring to or

vesting in another person such relationships or rights of ownership of the shares

or other securities, or directing the manner in which the authority of such holder

or fiduciary shall be exercised, a certified copy of which judgment, order, or decree

has been filed with the corporation prior to the taking of such action.