Idaho State Statutes - Idaho Attorney Directory

(1) In this chapter:
(a) "Adverse claim" means a claim that a claimant has a property interest
in a financial asset and that it is a violation of the rights of the
claimant for another person to hold, transfer or deal with the financial
asset.
(b) "Bearer form," as applied to a certificated security, means a form in
which the security is payable to the bearer of the security certificate
according to its terms but not by reason of an indorsement.
(c) "Broker" means a person defined as a broker or dealer under the
federal securities laws, but without excluding a bank acting in that
capacity.
(d) "Certificated security" means a security that is represented by a
certificate.
(e) "Clearing corporation" means:
(i) A person that is registered as a "clearing agency" under the
federal securities laws;
(ii) A federal reserve bank; or
(iii) Any other person that provides clearance or settlement services
with respect to financial assets that would require it to register as
a clearing agency under the federal securities laws but for an
exclusion or exemption from the registration requirement, if its
activities as a clearing corporation, including promulgation of
rules, are subject to regulation by a federal or state governmental
authority.
(f) "Communicate" means to:
(i) Send a signed writing; or
(ii) Transmit information by any mechanism agreed upon by the persons
transmitting and receiving the information.
(g) "Entitlement holder" means a person identified in the records of a
securities intermediary as the person having a security entitlement
against the securities intermediary. If a person acquires a security
entitlement by virtue of section 28-8-501(2)(b) or (2)(c), that person is
the entitlement holder.
(h) "Entitlement order" means a notification communicated to a securities
intermediary directing transfer or redemption of a financial asset to
which the entitlement holder has a security entitlement.
(i) "Financial asset," except as otherwise provided in section 28-8-103,
means:
(i) A security;
(ii) An obligation of a person or a share, participation, or other
interest in a person or in property or an enterprise of a person,
which is, or is of a type, dealt in or traded on financial markets,
or which is recognized in any area in which it is issued or dealt in
as a medium for investment; or
(iii) Any property that is held by a securities intermediary for
another person in a securities account if the securities intermediary
has expressly agreed with the other person that the property is to be
treated as a financial asset under this chapter.
As context requires, the term means either the interest itself or the
means by which a person's claim to it is evidenced, including a
certificated or uncertificated security, a security certificate or a
security entitlement.
(j) "Good faith," for purposes of the obligation of good faith in the
performance or enforcement of contracts or duties within this chapter,
means honesty in fact and the observance of reasonable commercial
standards of fair dealing.
(k) "Indorsement" means a signature that alone or accompanied by other
words is made on a security certificate in registered form or on a
separate document for the purpose of assigning, transferring or redeeming
the security or granting a power to assign, transfer, or redeem it.
(l) "Instruction" means a notification communicated to the issuer of an
uncertificated security which directs that the transfer of the security be
registered or that the security be redeemed.
(m) "Registered form," as applied to a certificated security, means a
form in which:
(i) The security certificate specifies a person entitled to the
security; and
(ii) A transfer of the security may be registered upon books
maintained for that purpose by or on behalf of the issuer, or the
security certificate so states.
(n) "Securities intermediary" means:
(i) A clearing corporation; or
(ii) A person, including a bank or broker, that in the ordinary
course of its business maintains securities accounts for others and
is acting in that capacity.
(o) "Security," except as otherwise provided in section 28-8-103, means
an obligation of an issuer or a share, participation or other interest in
an issuer or in property or an enterprise of an issuer:
(i) Which is represented by a security certificate in bearer or
registered form, or the transfer of which may be registered upon
books maintained for that purpose by or on behalf of the issuer;
(ii) Which is one of a class or series or by its terms is divisible
into a class or series of shares, participations, interests or
obligations; and
(iii) Which:
(A) Is, or is of a type, dealt in or traded on securities
exchanges or securities markets; or
(B) Is a medium for investment and by its terms expressly
provides that it is a security governed by this chapter.
(p) "Security certificate" means a certificate representing a security.
(q) "Security entitlement" means the rights and property interest of an
entitlement holder with respect to a financial asset specified in part 5
of this chapter.
(r) "Uncertificated security" means a security that is not represented by
a certificate.
(2) Other definitions applying to this chapter and the sections in which
they appear are:
Appropriate person Section 28-8-107
Control Section 28-8-106
Delivery Section 28-8-301
Investment company security Section 28-8-103
Issuer Section 28-8-201
Overissue Section 28-8-210
Protected purchaser Section 28-8-303
Securities account Section 28-8-501
(3) In addition, chapter 1, title 28, contains general definitions and
principles of construction and interpretation applicable throughout this
chapter.
(4) The characterization of a person, business or transaction for
purposes of this chapter does not determine the characterization of the
person, business or transaction for purposes of any other law, regulation or
rule.

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