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Case Synopsis

The Court determined that (1) Nevada statutory law partially abrogates common law by making a stock transfer agent’s duty the same as the issuer’s in processing a request to register a transfer of securities; and (2) a transfer agent’s statutory duty to process legend removal requests does not arise without the stockholder’s request to act.

Additionally, the Court reaffirmed the liability of a transfer agent to a stockholder for common law claims asserting misfeasance.