Pennsylvania § 8106 - Control.

§ 8106. Control.

(a) "Control" of certificated security in bearer form.--A purchaser has "control" of a certificated security in bearer form if the certificated security is delivered to the purchaser.

(b) "Control" of certificated security in registered form.--A purchaser has "control" of a certificated security in registered form if the certificated security is delivered to the purchaser and:

(1) the certificate is indorsed to the purchaser or in blank by an effective indorsement; or

(2) the certificate is registered in the name of the purchaser, upon original issue or registration of transfer by the issuer.

(c) "Control" of uncertificated security.--A purchaser has "control" of an uncertificated security if:

(1) the uncertificated security is delivered to the purchaser; or

(2) the issuer has agreed that it will comply with instructions originated by the purchaser without further consent by the registered owner.

(d) "Control" of security entitlement.--A purchaser has "control" of a security entitlement if:

(1) the purchaser becomes the entitlement holder;

(2) the securities intermediary has agreed that it will comply with entitlement orders originated by the purchaser without further consent by the entitlement holder; or

(3) another person, other than the transferor to the purchaser of an interest in the security entitlement:

(i) has control of the security entitlement and acknowledges that it has control on behalf of the purchaser; or

(ii) obtains control of the security entitlement after having acknowledged that it will obtain control of the security entitlement on behalf of the purchaser.

(e) Entitlement holder's securities intermediary.--If an interest in a security entitlement is granted by the entitlement holder to the entitlement holder's own securities intermediary, the securities intermediary has control.

(f) Purchaser under subsection (c) or (d).--A purchaser who has satisfied the requirements of subsection (c) or (d) has control even if the registered owner in the case of subsection (c) or the entitlement holder in the case of subsection (d) retains the right to make substitutions for the uncertificated security or security entitlement, to originate instructions or entitlement orders to the issuer or securities intermediary or otherwise to deal with the uncertificated security or security entitlement.

(g) Agreement of issuer or securities intermediary under subsection (c)(2) or (d)(2).--An issuer or a securities intermediary may not enter into an agreement of the kind described in subsection (c)(2) or (d)(2) without the consent of the registered owner or entitlement holder, but an issuer or a securities intermediary is not required to enter into such an agreement even though the registered owner or entitlement holder so directs. An issuer or securities intermediary that has entered into such an agreement is not required to confirm the existence of the agreement to another party unless requested to do so by the registered owner or entitlement holder.

(h) Acknowledgment not required.--A person that has control under this section is not required to acknowledge that it has control on behalf of another person.

(i) Duty to other parties.--If a person acknowledges that it has or will obtain control on behalf of another person, unless the person otherwise agrees or law other than this division or Division 9 (relating to secured transactions) otherwise provides, the person does not owe any duty to the other person and is not required to confirm the acknowledgment to any other person.

(June 8, 2001, P.L.123, No.18, eff. July 1, 2001; July 1, 2024, P.L.450, No.41, eff. 60 days)

2024 Amendment. Act 41 amended subsec. (d)(3) and added subsecs. (h) and (i). See section 1 of Act 41 in the appendix to this title for special provisions relating to findings and declarations.

2001 Amendment. Act 18 amended subsecs. (d) and (f).

Cross References. Section 8106 is referred to in sections 8102, 8107, 8510, 9106, 9208, 9328 of this title.