N.Y. General Business Law § 394: Lost or destroyed certificate of stock

§ 394. Lost or destroyed certificate of stock. 1. The owner of shares

represented by a lost or destroyed certificate of stock, if the

corporation shall refuse to issue a new certificate in place thereof,

may apply to the supreme court, at any special term held in the district

where he resides, or in which the office of the corporation is located,

for an order requiring the corporation to show cause why it should not

be required to issue a new certificate in place of the one lost or

destroyed. The application shall be by petition, duly verified by the

owner, stating that it is made pursuant to this section, the name of the

corporation, the number and date of the certificate and to whom issued,

if known or if it can be ascertained by the petitioner, the number of

shares represented thereby, and as particular a statement of the

circumstances attending such loss or destruction as the petitioner can

give. Upon the presentation of the petition the court shall make an

order requiring the corporation to show cause, at a time and place

therein mentioned, why it should not issue a new certificate of stock in

place of the one described in the petition. A copy of the petition and

order shall be served on the corporation, in the manner prescribed for

the service of a summons in an action against a corporation, at least

twenty days before the return of the order to show cause. Notice of the

application shall be given to the stockholder of record if he is a

person other than the petitioner and if he is known to the petitioner,

and to such other persons as the court may direct; such notice shall be

given in such manner by publication or otherwise as the court may

direct.

2. Upon the return of the order, with proof of due service thereof,

the court shall inquire into the truth of the allegations of the

petition and hear the proofs of the parties in regard thereto. The

court, if satisfied that the petitioner is the lawful owner of the

shares, or any part thereof, described in the petition, and that the

certificate therefor has been lost or destroyed and cannot after due

diligence be found, and that no sufficient cause has been shown why a

new certificate should not be issued, shall make an order requiring the

corporation, within a time specified, to issue and deliver to the

petitioner a new certificate for the number of shares specified in the

order, upon the petitioner depositing in such public office as the court

may designate security or a bond to indemnify the corporation against

any liability or expense which it may incur by reason of the original

certificate remaining outstanding. Such security or bond shall be in an

amount which shall appear to the court sufficient in the circumstances

of the case to protect the interests of any persons to whom the

corporation may incur liability, and shall be in such form and with such

sureties as the court shall approve. The court may also in its

discretion order the payment of the corporation's reasonable costs and

counsel fees.

3. The issuance of a new certificate under an order of the court shall

not relieve the corporation from liability in damages to a transferee of

the original certificate in good faith and for value. The corporation

shall not be liable to any such transferee in an amount in excess of the

amount of the bond or the amount of the security required to be

deposited.

4. In case of conflict between this section and section 8--405 or

8--406 of the uniform commercial code, this section shall control.