N.Y. Uniform Commercial Code Law § 8-205: Effect of Unauthorized Signature on Security Certificate

Section 8--205. Effect of Unauthorized Signature on Security

Certificate.

An unauthorized signature placed on a security certificate before or

in the course of issue is ineffective, but the signature is effective in

favor of a purchaser for value of the certificated security if the

purchaser is without notice of the lack of authority and the signing has

been done by:

(1) an authenticating trustee, registrar, transfer agent, or other

person entrusted by the issuer with the signing of the security

certificate or of similar security certificates, or the immediate

preparation for signing of any of them; or

(2) an employee of the issuer, or of any of the persons listed in

subsection (1), entrusted with responsible handling of the security

certificate.