U.C.C.

- ARTICLE 8 - INVESTMENT SECURITIES (1994)

article
eight
every article of the UCC is very very
important so again you have the
definitions so these are the rules for
determining whether certain obligations
and interest are securities for
financial
assets it says right
here um can you click on that one
a share or similar Equity interest
issued by a corporation business trust
joint stock company or similar entity is
a security an investment company
security is a security um all an
interest in a partnership limited
liability is not a security unless it is
dealt in or traded on Securities
exchanges or in markets its terms
expressly provide that it is a security
government by this article or if it is
an investment security however interest
in a partnership or limited liability
company is a financial asset if it is
held in a Securities account a writing
that is a security is governed by this
article and not by article three even
though it also meets the requirements of
that article however negotiable
instrument um governed by article three
is a financial asset if it is held in a
Securities
account that is pretty self-explanatory
to me I think understanding the
definitions of why we're saying that
these things are securities because
you'll find that what you have is very
much fitting these
definitions but it is has to be dealt
and traded on Securities exchanges or
markets and we just showed you a whole
terminal where they do that and they do
it thousands of times for 33
years okay so these are all of the rules
governing security so uh can you go back
to article
eight
the general um thing just so they can
see all the parts
again hello a to you
there you may have stepped away for a
second okay well until she comes back I
will use this chance raise your hand if
you got a question so far about what
we've talked
about oh I saw you first oh wait what
happened the hand went down okay well
this is
it
okay I just asked you to
unmute hello so um my question is if you
have a mortgage and um you're going to
do the stamp uh process whenever
you I guess what I'm trying to say is
whenever you send that to them and you
send the cover letter do you let them
know that you're aware that they
committed Security fraud in your note
with your
instructions or or do you are you
quoting the
UCC in your cover letter as
well I would do all of the
above and then when it comes to when it
comes to mortgages mortgages are a
little bit more complic
um you can actually question them Under
the UCC and under Resa the uh the
document that I use for a mortgage if
I'm not doing it as a arbitration is
like 17 pages long they have to answer
every question and it is the UCC and um
the respa mortgage laws that goes with
both of them
um if you are
doing the stamp that's that's that's
like mixing processes because the stamp
is
actually giving them payment but if you
notice from what I showed earlier today
it's already been paid right so you
giving them another instrument they're
not going to do nothing but do it all
over
again um there is arbitration clause in
your mortgage contract it just doesn't
say
arbitration and if that Clause is not
not there then you can take it to
arbitration up under the um Insurance
portion of it right and then once you
have it in arbitration for their
insurance then you can tie everything
else up
into um but if you're going to do the
stamp aspect of it that mean that every
month you're going to have to stamp the
security and send it back into to them
and we all know that these people don't
always follow the rules if you are going
to use the stamp make sure you find a
trustee and you send it to the trustee
if they accept it then you're good if
you have to go to UCC route which is the
administrative process then yes I will
use the ucc's um as as well as
Resa can you just use the promiser note
to do the stamp I mean since that's
their original security that they
sold does that make sense yeah it makes
a lot of sense yeah you could use the um
the promiser note because they don't
have the promiser note anymore they
burned
it the original note they burn it so
they don't have it but it still goes
back to you're giving them another
security for something that was paid I
know y'all want the easy way out but
it's like okay I'mma step in I'm G keep
moving but then you still gonna be
fighting the title of your house you
know what I'm saying they are selling
your security into millions of dollars
like when is it going to be enough is
enough you know
everybody is looking at it that is just
that that that is bigger than that but
hey whatever floats your boat yes you
can use the stamp send it to the trustee
and see if they
accepted all right or me personally I
would have did in the court and
satisfaction on them but that's a whole
another class for a whole another day
and I D if I ever teach it okay I'm done
all right so I really want y'all to pay
close attention to some of these things
here whether endorsement instruction or
entitlement order is effective and right
here Securities intermediary and others
not liable to adverse claimant
Securities intermediary as purchaser for
Value can you take a guess at what a
Securities intermediary is
Vincent I'm GNA ask you whether or not
uh you can answer that question list see
if you got the
answer what do you think a Securities
intermediary
is I take a best it security
intermediary would be I wish say would
be the bank or someone who has the
ability to to come in between to to
negotiate the
security absolutely it the exact
definition is a bank broker that in the
ordinary course of its business maintain
Securities accounts for others and is
acting in that capacity yes sir and also
a Securities intermediary that receives
a financial asset establishes a security
entitlement to the financial asset in
favor of an entitlement holder is a
purchaser for value of the financial
asset a secuity intermediary that
acquires a security entitlement to a
financial asset from other Securities
intermediaries acquires the security
enti entitlement for Value if the
Securities intermediary acquiring the
security entitlement establishes a
security entitlement to the financial
asset in favor of an entitlement holder
which that basically just ran itself in
circle um but yes the Securities
intermediaries are the
bank now issue an issuer right but I
want y'all to pay specific before you go
there before you go there y'all have to
understand
that the Securities
instrumenter is like this
so Wells
Fargo is where you put your
money right and when they transfer it
over to the treasury to securitize it to
get the cup number and they give that
funds back to you times two to your
account Wells Fargo then transfers it
out to the inary bank which is Wells
Fargo
Securities so every every bank has a
Securities Department which is the the
wealth management side which is why you
open the account on the wealth
management side so that you can have a
relationship with the primary which is
Well Fargo but then also their inary
bank and this is how they're hiding the
funds because when that money goes back
into your account between the hours and
two and four every every morning except
on Saturdays and Sundays it goes through
your account but then they transfer it
to the inary bank which is their
Security Bank so that's just like having
the indenture trustee and the truste
right because remember a trust can only
deal with a trust which that's where the
inary bank come
in there so just always know that when
you're going after One Bank when you
guys are
asking the bank um for your accounting
on the public and the private side and
they act like they don't know what
you're talking about is because you
talking to the wrong portion of the bank
only the inary bank that deals with
Securities because remember all banks
are security transfer agents stop
looking at them as Banks and call them
what they are they are security transfer
agents they are the agents to transfer
our Securities to get it securitized and
bring it back to us but because you're
miners they're transferring it out to
them their inary bank so for you guys
that have been writing security
agreements first of all the security
agreement is not between you and your
straw man okay it's not it will be
between you if I was me doing it it
would be between my trust me whales
Fargo and whales Fargo
Securities you have to add all of those
in there you guys are asking the wrong
people you asking for the right stuff
but you're asking the wrong person it
has to be the M bank because that is
where they're transferring all your
securities through
okay go ahead period Point Blank now so
take a look under part two effect of the
signature of authenticating trustee
registar or transfer agent you know what
a transfer agent we know what trustees
are registar so that's one that I would
take a second look at but all of
article8 governs your securities but
spefic
specifically I want yall to look at part
three and part four so rights of the
purchaser endorsement instruction effect
of guaranteeing a signature but look at
8307 purchasers right to transfer re uh
requisites for registration to transfer
I'm about to tell you what it say unless
otherwise agreed the transfer of a
security on due demand shall supply the
purchaser with proof of authority to
transfer or with any other requisite
necessary to obtain the registration of
the transfer of the
security so it sounds to me like you're
able to request that accounting on the
public and the private but if transfer
is not for Value a transfer need not
comply unless the purchaser pays the
necessary expenses if the transfer Falls
within a reasonable time to comply
demand the purchaser May reject or
resend the
transfer so coupled with everything
you've learned tonight that should have
a very powerful meaning to you but for
part four of article 8 duty of issuer to
register
transfer and 8405 replacement of loss
destroyed or wrongfully taken security
certificate and then once again on 8407
authenticating trustee transfer agent
and registar so these are all the terms
that you're looking for so when you're
needing to understand more about these
things this is the underlying law this
is where you come to find out and once
you have the definitions down that takes
out half the battle because now when I'm
looking at authenticating trustee
transfer agent and registar I can see
that but look at securi entitlement
Securities account so this is definitely
going to give you the definition of a
Securities account acquisition of
security entitlement from security
intermediary assertion of adverse claim
against entitlement holder so anything
that you could possibly think to know
for the these Securities you're going to
find under the Uniform Commercial Code
and if you know where to look and what
you're looking for then it makes it so
much easier look at 8507 duty of
Securities intermediary to comply with
entitlement holder duties of security
intermediary to change entitlement
holders portion to other um form of
holding security so these are all of the
things that the person who that the
intermediary banks these are the rights
and the dut that they're supposed to
perform and if you're finding that
they're not performing these duties
which they're not we've already given
several examples of how that's already
happened then what's going to happen is
they're going to keep getting away with
that but you have to hold them
accountable to the law which they agree
to
follow that's really the main thing and
only way you're gonna be able to hold
them accountable is if you know the law
they wrote it I know it's a lot of
reading um it's a awful lot of reading
but reading is fun F you inde mental
okay like it's a lot um and yes there's
there a lot more that is here go over
this one nephew the assertion of a
adverse claim against the entitlement C
that's that's very that's very
important um they're telling you that
you have the right to grain remedy from
it but it's not using the USC's it's
using what they go by which is the ucc's
but can you go in detail about the the
app first claim against them so an
action remember action is you going
through your proceeding any proceeding
in suit and law and Equity an action
based on an adverse claim click on
adverse claim real quick and it'll take
you to what adverse claim is the claim
that a claimant has a property interest
in a financial asset and that it is a
violation of the rights of a mment for
another person to hold transfer or deal
with the financial
asset but because they got you minor
they're acting as the custodian but it's
illegal period so this is what CL when
you put it in should should be based off
of right
here and notice how again it it links
you right to the definition of adverse
claim in there so I what ises an adverse
claim meaning in this specific section
if it's highlighted like that click on
it because that means that it has a
definition that is unique to that so you
click on there so it says whether framed
in conversion if you go right back to it
um repelen constructive trust Equitable
lean or other Theory may not be asserted
against the person who acquires a
security entitlement under Section 8501
for value and without notice of adverse
claim so the 8501 is the Securities
account can you go actually go to that
one because that'll that'll locate that
that's going to make it so
easy um I actually wanted to go
specifically over that Securities
account means account to which a
financial asset is or may be credited in
accordance with an agreement under which
the person maintaining the account
undertakes to treat the person for whom
the account is maintained as entitled to
exercise the rights that comprise the
financial asset subsection B because
this is all included except is otherwise
provided by subsections d and e a person
acquires security entitlement if a
Securities intermediary indicates by
book entry that is very key book entry
that a financial asset has been credited
to the person's Securities account
receives a financial asset from the
person or acquires a financial asset um
for the person in land and either
accepts the credit to the person's
Securities account and remember what the
financial asset is a financial asset is
an obligation of a person or a share
participation or interest in a person or
property of an Enterprise of a person
which is a type or de traded on the
financial markets or which is recognized
in an area that is issued and dealt as a
medium of investment two any property
that is held by a Securities
intermediary for another person in a
Securities account has expressively
agreed with the other person that
property is to be traded as a financial
asset as context requires the term it
means e the interest itself or the means
by which a person's claim to it is
evidence including a certificated
security uncertificated security
security certificate or security
entitlement so look at what he just
said I want yall to think about y'all
monthly statements.com
it was a book
entry to be credited to your securities
account so for every account that you
have T-Mobile light B water bill you got
the public side and then you got the
security side you've heard us say that
that is actually a dividend
payment is based off of the interest
that they made in that four-week period
and what they gave you was a statement
of an account the top part is the bond
that is the financial asset the top part
the bottom part was what was actually
credited to your Securities
account this is why they come in a
positive
status it's because they just telling
you that this is how much they actually
put into your securities account but
because you opened it as a agent for a
principal and a principle is a child
they took it it's the best way you can
think about them bills it's done as a
book
entry can you click on uh the financial
asset right
there and then scroll down um right here
registered form as applied to a
certificated security means a form which
the security certificate specifies a
person entitled to the security so this
is why we say you put the name of the
person on there it specifies a person
entitled to it and the transfer of the
security may be registered upon books
maintained for that purposes by or on
behalf of the issuer or the security
certificate so States this is why we are
telling you to send it registered mail
so that it may be registered upon the
books of the United
States now
security except as provided um in
section 8103 means an obligation of an
issuer share participation or other
interest um that the issuer has in
property or an Enterprise of the issuer
which is res which is represented by a
security certificate in in Bearer or
registered form or the transfer which
may be registered upon books is
maintained for that purpose on behalf of
the issuer and it says under part two
which is one class or series or by its
term divisible into a class or series of
shares which is a type dealt with or
traded in Securities exchanges or
markets again is a medium for investment
and is a security governed by this
article and it gives you the definition
of a security certificate certificate
representing a security security
entitlement means the rights and
property of an interest in an
entitlement holder and an UNC
certificate security is a security that
is not represented by a certificate and
this is all from the 8102 which is the
definitions so if you read nothing else
the most important thing that you're
going to understand or need to read is
the definitions from all of these
portions because this is the vocabulary
that they're using you would not
understand what a registered security is
or even what a security is in terms of
this if you just go into reading it and
don't take the time to read the
dictionary that they give you in the
beginning of it and and the ucc's are
your defense if you are trying to do a
billionaire
ER this is what you use if you want them
to take your billing era
serious these are what you use don't
keep talking about it's a positive
status okay you can let them know that
you knew it was a Security based off of
UCC this you know that you are
considered a
um an investor into their company we're
all investors in every company in which
it is that we have a security with right
you're investors we all
investors okay so when you guys are
doing billing eras and you're trying to
gain their attention to create your
account in the proper status that you
are gaining off of your security the
ucc's is what you will use in writing
the letter for your billing era okay the
ones that we're going over um I'm
probably going to make this a two-part
class because it's a lot and I
understand that people attention span is
only so long so we probably lost y'
about an hour ago and it's okay we
people like and I know what it is
because it's so much especially when all
you guys have been hearing is the U
USC's and this that and the other but
you want to know why your Billy errors
are not working because they don't
understand that language the only
language that they do understand is the
UCC as well as the
uccc um which is probably why this is
going to end up being a two-part class
where you can tie in the federal UCC
with your state UCC and I'll yeah I will
I'll actually go over how you will
construct the letter what UCCS to use
how it is it need to be written if you
guys are wanting to gain their attention
because it is a lot so this will
definitely be a two-part class um
because we want to make sure that you
guys are knowing how to properly use the
ucc's that we're going over yes every
last one of them are important but the
ones that Caleb is pointing out to you
guys tonight is what you're going to
need if you plan on getting any remedy
when it comes to any of these companies
period okay go ahead neew absolutely and
and again if we because we were
originally planning to do the uccc as
well but I'm already um you know two and
a half hours in so and I still got one
more part to do so it's definitely going
to need to be um two-part class just for
the sake of equity because I don't think
y'all want to be here for another three
four hours and that's what it's gearing
up to be if we continue on but um I mean
all of this information I know is a lot
currently um it really is and so
um you have your uh Securities accounts
you have all of that
and um so all of the rules that you're
going to need and all of the things I'm
showing you I'm trying to show you how
it all relates back to well this is what
the UCC saids and this is what they do
in direct contrast addiction to it right
so that's really all it is and the last
part that we're going to cover right so
again read all of article eight security
entitlements registration this is why
we're telling you the things that we're
telling you you want to know why we're
telling you to do these things this is
why we're telling you to do those things
again it's not Caleb and Tamika said it
is this is what the uniform commercial
coach said so make sure that you look at
your State's Uniform Commercial Code as
um as much as you look at the federal
because as much as they are uniformly
adopted there are going to be slight
differences and changes between the
federal UCC and what's going on in the
individual stat States and what's going
on in the individual states in certain
cases is going to be more important
because the the PLL between federal law
and state law is most of the time
Federal is going to supersede but when
federal law does not provide the same
protections as state law then state law
is going to over you know superseded so
you have to
use whichever one is going to give you
the most protection and is going to be
most fit for your
purposes but article nine so we've dealt
with we've dealt with the general
provisions of the Uniform Commercial
Code we've gone into a little bit of the
negotiable instruments which was article
three um but and we've gone into the
investment Securities right which was
Article eight and everything to do with
that but now we're dealing with article
nine which is secure
transactions right so you so you're
using Securities you have a Securities
account now what about the transactions
what are the rules governing
transactions because every every single
set of things needs its own set of rules
the investment Securities need their own
set of rules for how investment