Stock Transfer Agent Liability In Georgia
A restriction on transfer of a certificated security imposed by the issuer, even if otherwise lawful, is ineffective against a person without knowledge of the restriction unless: . . . the restriction is noted conspicuously on the security certificate. Dean Witter Reynolds, Inc. v. Selectronics, 594 N.Y.S.2d 174, 177 (App. Div. 1993) (purchaser without knowledge).
The protection provided by UCC 8-204 against a restriction not conspicuously noted on the security extends to a pledgee such as a broker-dealer with whom stock is deposited and who sells the stock at the instruction of the depositor. Edina State Bank v. Mr. Steak, 487 F.2d 640, 644 (10th Cir. 1973) (Colorado law), cert. denied, 419 U.S. 883 (95 S. Ct. 150, 42 L. Ed. 2d 123) (1974).
This section "places the risk upon the issuer of consequences flowing from its failure to note restrictions on transfer on the face of a security" and thereby subjects the issuer to a claim for damages. DeWitt v. American Stock Transfer Co., 433 F. Supp. 994, 1001 (S.D. N.Y. 1977).
A transfer agent may also be liable under O.C.G.A. 11-8-204 via O.C.G.A. 11-8-406 which imposes a duty upon the transfer agent co-extensive with that of the issuer. DeWitt, 433 F. Supp. at 1001.