408.202 Issuer’s responsibility and defenses; notice of defect or defense.
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/wi/chapter-408/408-202A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
408.202 Issuer’s responsibility and defenses; notice of defect or defense.
(1)Even against a purchaser for value and without notice, the terms of a certificated security include terms stated on the certificate and terms made part of the security by reference on the certificate to another instrument, indenture or document or to a constitution, statute, ordinance, rule, regulation, order or the like, to the extent that the terms referred to do not conflict with terms stated on the certificate. A reference under this subsection does not of itself charge a purchaser for value with notice of a defect going to the validity of the security, even if the certificate expressly states that a person accepting it admits notice. The terms of an uncertificated security include those stated in any instrument, indenture or document or in a constitution, statute, ordinance, rule, regulation, order or the like, pursuant to which the security is issued.
(2)The following rules apply if an issuer asserts that a security is not valid: