N.Y. U.C.C. 8-205

Section 8--205. Effect of Unauthorized Signature on Security\n Certificate.\n An unauthorized signature placed on a security certificate before or\nin the course of issue is ineffective, but the signature is effective in\nfavor of a purchaser for value of the certificated security if the\npurchaser is without notice of the lack of authority and the signing has\nbeen done by:\n (1) an authenticating trustee, registrar, transfer agent, or other\nperson entrusted by the issuer with the signing of the security\ncertificate or of similar security certificates, or the immediate\npreparation for signing of any of them; or\n (2) an employee of the issuer, or of any of the persons listed in\nsubsection (1), entrusted with responsible handling of the security\ncertificate.\n