KANSAS OFFICE of
  REVISOR of STATUTES

  

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84-8-407. Authenticating trustee, transfer agent and registrar. A person acting as authenticating trustee, transfer agent, registrar or other agent for an issuer in the registration of a transfer of its securities, in the issue of new security certificates or uncertificated securities, or in the cancellation of surrendered security certificates has the same obligation to the holder or owner of a certificated or uncertificated security with regard to the particular functions performed as the issuer has in regard to those functions.

History: L. 1996, ch. 202, § 67; July 1.

KANSAS COMMENT, 1996

This section is derived from the former 84-8-406, which has added references to certificated and uncertificated securities. It is identical to the Official Text.

Transfer agents, registrars, authenticating trustees, and the like are held liable to the owner for a breach of any of the duties imposed on the issuer, such as wrongful refusal to register transfer and for wrongful registration of a transfer. This section places on transfer agents a duty co-extensive with that of the issuer itself. This section is also designed to abolish the common law rule under which transfer agents were held immune in suits brought by injured stockholders. See generally Kenler v. Canal Nat'l Bank, 489 F.2d 482 (1st Cir. 1973); Steranko v. Inforex, Inc., 362 N.E.2d 222 (Mass. App. 1977).

Revisor's Note:

Former section 84-8-407 was repealed by L. 1996, ch. 202, § 91 and the number reassigned to the current text.


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