[Cyrus]

The Securities Transfer Act, SS 2007, c S-42.3
http://www.canlii.org/en/sk/laws/stat/ss-2007-c-s-42.3/latest/ss-2007-c-s-42.3.html

The Personal Property Security Act, 1993, SS 1993, c P-6.2
http://www.canlii.org/en/sk/laws/stat/ss-1993-c-p-6.2/latest/ss-1993-c-p-6.2.html

The Securities Act, 1988, SS 1988-89, c S-42.2
http://www.canlii.org/en/sk/laws/stat/ss-1988-89-c-s-42.2/latest/ss-1988-89-c-s-42.2.html

All the best.

[Cyrus]

Securities Transfer Act
PART 1

1(2)(a)

“adverse claim” means a claim that:

(i) the claimant has a property interest in a financial asset; and

(ii) it is a violation of the rights of the claimant for another person to hold, transfer or deal with the financial asset;

[Cyrus]

Securities Transfer Act
Part 1

Notice and knowledge
3(1) For the purposes of this Act, a person has notice of a fact if:
(a) the person has knowledge of it;
(b) the person has received a notice of it; or
(c) information comes to the person’s attention under circumstances in which a reasonable person would take cognizance of it.

(2) A person gives a notice to another person by taking such steps as may be reasonably required to inform the other person in the ordinary course, whether or not the other person comes to know of it.

(3) A person receives a notice when:
(a) the notice comes to the person’s attention;
(b) in the case of a notice under a contract, the notice is duly delivered to the place of business through which the contract was made; or
(c) the notice is duly delivered to any other place held out by that person as the place for receipt of those notices.

(4) Notice, knowledge or a notice received by an organization is effective for a particular transaction from the time when it is brought to the attention of the individual conducting the transaction and, in any event, from the time when it would have been brought to the attention of that individual if the organization had exercised due diligence.

(5) For the purpose of subsection (4), an organization exercises due diligence if it maintains reasonable routines for communicating significant information to the individual conducting the transaction and there is reasonable compliance with those routines.

(6) For the purpose of subsection (4), due diligence does not require an individual acting for the organization to communicate information unless:
(a) that communication is part of the individual’s regular duties; or
(b) the individual has reason to know of the transaction and that the transaction would be materially affected by the information.

[Cyrus]

Securities Transfer Act

Notice of Adverse Claims
What constitutes notice of adverse claim
18 A person has notice of an adverse claim if:
(a) the person knows of the adverse claim;
(b) the person is aware of facts sufficient to indicate that there is a significant probability that the adverse claim exists and deliberately avoids information that would establish the existence of the adverse claim; or
(c) the person has a duty, imposed by statute or regulation, to investigate whether an adverse claim exists and the investigation, if carried out, would establish the existence of the adverse claim.

2007, c.S-42.3, s.18.

[Cyrus]

Securities Transfer Act

Notice of Adverse Claims
Notice of transfer
19(1) Having knowledge that a financial asset, or an interest in a financial asset, is being or has been transferred by a representative does not impose any duty of inquiry into the rightfulness of the transaction and is not notice of an adverse claim.

(2) Despite subsection (1), a person has notice of an adverse claim if that person knows that:
(a) a representative has transferred a financial asset, or an interest in a financial asset, in a transaction; and
(b) the transaction is, or the proceeds of the transaction are being used:
(i) for the individual benefit of the representative; or
(ii) otherwise in breach of a duty owed by the representative.

2007, c.S-42.3, s.19.

[Cyrus]

Securities Transfer Act

Notice of Adverse Claims
Statement on security certificate
21(1) A purchaser of a certificated security has notice of an adverse claim if the security certificate:
(a) whether in bearer form or registered form, has been endorsed “for collection” or “for surrender” or for some other purpose not involving a transfer; or
(b) is in bearer form and has on it an unambiguous statement that it is the property of a person other than the transferor.

(2) For the purposes of clause (1)(b), the mere writing of a name on a security certificate does not by itself constitute an unambiguous statement that the security certificate is the property of a person other than the transferor.

2007, c.S-42.3, s.21.

[Cyrus]

Security Transfer Act

Notice of Adverse Claims
Registration of financing statement
22 The registration of a financing statement under The Personal Property Security Act, 1993 is not notice of an adverse claim.

2007, c.S-42.3, s.22.

[Cyrus]

Securities Transfer Act

Completion of security certificate
63(1) If a security certificate contains the signatures necessary to the security’s issue or transfer but is incomplete in any other respect:
(a) any person may complete the security certificate by filling in the blanks in accordance with the person’s authority; and
(b) even if any of the blanks are incorrectly filled in, the security certificate as completed is enforceable by a purchaser who took the security certificate for value and without notice of the incorrectness.

(2) A complete security certificate that has been improperly altered, even if fraudulently, remains enforceable, but only according to its original terms.

2007, c.S-42.3, s.63.

[Cyrus]

Personal Property Security Act

1(2)(qq)

“security interest” means:
(i) an interest in personal property that secures payment or performance of an obligation, but does not include the interest of a seller who has shipped goods to a buyer under a negotiable bill of lading or its equivalent to the order of the seller or to the order of an agent of the seller, unless the parties have otherwise evidenced an intention to create or provide for a security interest in the goods; and

(ii) the interest of:
(A) a transferee pursuant to a transfer of an account or a transfer of chattel paper;
(B) a consignor who delivers goods to a consignee pursuant to a commercial consignment; or
(C) a lessor pursuant to a lease for a term of more than one year; that does not secure payment or performance of an obligation;

SS 1993, c P-6.2, s.2.

[Author]

Posts