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STATE OF OKLAHOMA
2nd Session of the 60th Legislature (2026)
HOUSE BILL 3549 By: Maynard
AS INTRODUCED
An Act relating to the Uniform Commercial Code;
amending 12A O.S. 2021, Section 8-503, which relates
to property interest of entitlement holder; removing
reference; amending 12A O.S. 2021, Section 8-511,
which relates to priority among security interests
and entitlement holders; removing priority for a
creditor of a securities intermediary in control over
the financial asset over entitlement holders;
removing priority for a creditor for claims over a
clearing corporation's financial assets over
entitlement holders; and providing an effective date.
BE IT ENACTED BY THE PEOPLE OF THE STATE OF OKLAHOMA:
SECTION 1. AMENDATORY 12A O.S. 2021, Section 8-503, is
amended to read as follows:
Section 8-503. Property Interest of Entitlement Holder in
Financial Asset Held by Securities Intermediary.
(a) To the extent necessary for a securities intermediary to
satisfy all security entitlements with respect to a particular
financial asset, all interests in that financial asset held by the
securities intermediary are held by the securities intermediary for
the entitlement holders, are not property of the securities
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intermediary, and are not subject to claims of creditors of the
securities intermediary, except as otherwise provided in Section 8-
511 of this title.
(b) An entitlement holder's property interest with respect to a
particular financial asset under subsection (a) of this section is a
pro rata property interest in all interests in that financial asset
held by the securities intermediary, without regard to the time the
entitlement holder acquired the security entitlement or the time the
securities intermediary acquired the interest in that financial
asset.
(c) An entitlement holder's property interest with respect to a
particular financial asset under subsection (a) of this section may
be enforced against the securities intermediary only by exercise of
the entitlement holder's rights under Sections 8-505 through 8-508
of this title.
(d) An entitlement holder's property interest with respect to a
particular financial asset under subsection (a) of this section may
be enforced against a purchaser of the financial asset or interest
therein only if:
(1) insolvency proceedings have been initiated by or
against the securities intermediary;
(2) the securities intermediary does not have sufficient
interests in the financial asset to satisfy the
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security entitlements of all of its entitlement
holders to that financial asset;
(3) the securities intermediary violated its obligations
under Section 8-504 of this title by transferring the
financial asset or interest therein to the purchaser;
and
(4) the purchaser is not protected under subsection (e) of
this section.
The trustee or other liquidator, acting on behalf of all entitlement
holders having security entitlements with respect to a particular
financial asset, may recover the financial asset, or interest
therein, from the purchaser. If the trustee or other liquidator
elects not to pursue that right, an entitlement holder whose
security entitlement remains unsatisfied has the right to recover
its interest in the financial asset from the purchaser.
(e) An action based on the entitlement holder's property
interest with respect to a particular financial asset under
subsection (a) of this section, whether framed in conversion,
replevin, constructive trust, equitable lien, or other theory, may
not be asserted against any purchaser of a financial asset or
interest therein who gives value, obtains control, and does not act
in collusion with the securities intermediary in violating the
securities intermediary's obligations under Section 8-504 of this
title.
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SECTION 2. AMENDATORY 12A O.S. 2021, Section 8-511, is
amended to read as follows:
Section 8-511. Priority Among Security Interests and
Entitlement Holders.
(a) Except as otherwise provided in subsections (b) and (c) of
this section, if If a securities intermediary does not have
sufficient interests in a particular financial asset to satisfy both
its obligations to entitlement holders who have security
entitlements to that financial asset and its obligation to a
creditor of the securities intermediary who has a security interest
in that financial asset, the claims of entitlement holders, other
than the creditor, have priority over the claim of the creditor.
(b) A claim of a creditor of a securities intermediary who has
a security interest in a financial asset held by a securities
intermediary has priority over claims of the securities
intermediary's entitlement holders who have security entitlements
with respect to that financial asset if the creditor has control
over the financial asset.
(c) If a clearing corporation does not have sufficient
financial assets to satisfy both its obligations to entitlement
holders who have security entitlements with respect to a financial
asset and its obligation to a creditor of the clearing corporation
who has a security interest in that financial asset, the claim of
the creditor has priority over the claims of entitlement holders.
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SECTION 3. This act shall become effective November 1, 2026.
60-2-14342 AQH 12/08/25