Abstract
This chapter offers a perspective on the commercial law response in the United States over the last half-century to the transformation in how securities are held. Except for some aspects of the American federal system, the commercial law rules governing transactions involving investment securities—whether outright conveyances or security interests—are part of a statutory scheme called the Uniform Commercial Code (UCC). Technically, the UCC is a model law that is offered to the states for adoption, and only when adopted by a state does it have the force of law. Two articles of the UCC are relevant for securities: Article 8, entitled “Investment Securities,” and Article 9, entitled “Secured Transactions.”1 All 50 states and the District of Columbia have adopted versions of these two articles that are uniform in all respects relevant to this chapter. It is important to note, however, that these articles operate within a context of general contract law as well as a context in which many—but not all—of the relevant players are subject to regulatory oversight.
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