N.Y. Uniform Commercial Code Law § 8-210: Overissue

Section 8--210. Overissue.

(a) In this section, "overissue" means the issue of securities in

excess of the amount the issuer has corporate power to issue, but an

overissue does not occur if appropriate action has cured the overissue.

(b) Except as otherwise provided in subsections (c) and (d), the

provisions of this Article which validate a security or compel its issue

or reissue do not apply to the extent that validation, issue, or reissue

would result in overissue.

(c) If an identical security not constituting an overissue is

reasonably available for purchase, a person entitled to issue or

validation may compel the issuer to purchase the security and deliver it

if certificated or register its transfer if uncertificated, against

surrender of any security certificate the person holds.

(d) If a security is not reasonably available for purchase, a person

entitled to issue or validation may recover from the issuer the price

the person or the last purchaser for value paid for it with interest

from the date of the person's demand.