N.Y. U.C.C. 8-404

Section 8--404. Wrongful Registration.\n (a) Except as otherwise provided in Section 8--406, an issuer is\nliable for wrongful registration of transfer if the issuer has\nregistered a transfer of a security to a person not entitled to it, and\nthe transfer was registered:\n (1) pursuant to an ineffective indorsement or instruction;\n (2) after a demand that the issuer not register transfer became\n effective under Section 8--403(a) and the issuer did not\n comply with Section 8--403(b);\n (3) after the issuer had been served with an injunction,\n restraining order, or other legal process enjoining it from\n registering the transfer, issued by a court of competent\n jurisdiction, and the issuer had a reasonable opportunity to\n act on the injunction, restraining order, or other legal\n process; or\n (4) by an issuer acting in collusion with the wrongdoer.\n (b) An issuer that is liable for wrongful registration of transfer\nunder subsection (a) on demand shall provide the person entitled to the\nsecurity with a like certificated or uncertificated security, and any\npayments or distributions that the person did not receive as a result of\nthe wrongful registration. If an overissue would result, the issuer's\nliability to provide the person with a like security is governed by\nSection 8--210.\n (c) Except as otherwise provided in subsection (a) or in a law\nrelating to the collection of taxes, an issuer is not liable to an owner\nor other person suffering loss as a result of the registration of a\ntransfer of a security if registration was made pursuant to an effective\nindorsement or instruction.\n