Actually, if people would bother to read their broker statement they make it clear it is your responsibility to know if the certificates are valid. Try reading it some day, you may be surprised. Just like you agreed to allow them to borrow your stocks without your permission and that it may effect your voting rights in the company. Well thats not exactly right. You did give them permission when you hit the agreement button when you registered with them. Thats what many peoples problem is. They assume they know what they are talking about when the laws are clear.
Here is some agreements you agreed to whether you bothered to read them or not. It doesn't matter if you did read it, you agreed to abide by them when you signed up for their service. You didn't have to sign up with them so it is your choice.
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You is in reference to the broker, my is the client:
"Loan of Security. You are authorized to lend to yourself or others any security you hold in my Account and to carry all securities lent as general loans. In connection with such loans, you may receive and retain certain benefits to that I will not be entitled, such as interest on Collateral posted for such loans. In certain circumstances, such loans may limit my ability to exercise voting rights with respect to the securities lent."
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Here's one from E-trade....
(p) Reorganizations and Corporate Actions
Certain securities may impart valuable rights that expire unless the holder takes some action. I understand that I am responsible for knowing the rights and terms of all securities in my Account. E*TRADE Securities will not be obligated to notify me of any upcoming expiration or redemption dates, or to take any other action on my behalf without specific instructions from me, except as required by law and applicable rules of regulatory authorities. However, if any such security is about to expire, become worthless or be redeemed for significantly less than its fair market value, and I have not provided instructions to E*TRADE Securities, E*TRADE Securities may, at its discretion, take action on my behalf and credit my Account with the proceeds. Although E*TRADE Securities has the discretion to take such action, E*TRADE Securities is not obligated to do so. I agree not to hold E*TRADE Securities liable for any Losses arising out of or relating to my failure to act or to give instructions to E*TRADE Securities to act on my behalf.
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Also for those that think the brokers are liable for selling you unregistered shares they make it clear it is your responsibility to know not theirs.
(s) "Control" or "Restricted" Securities
I am responsible for knowing when a security is deemed a Restricted Security. It is my obligation to notify E*TRADE Securities of any and all restrictions, including restrictions imposed by the issuer, the issuer's counsel or any other third party. Prior to placing an order in connection with the sale or transfer of Restricted Securities, I must advise E*TRADE Securities of the status of the securities. I agree to furnish E*TRADE Securities with the necessary documents (including opinions of legal counsel, if requested) to clear legal transfer. I am responsible for all costs associated with processing the security, including the cost to repurchase stock, if I sell stock that is later found to be nontransferable. As such, E*TRADE Securities, at its sole discretion, may require that such securities not be sold or transferred until they first clear legal transfer. I also acknowledge and agree that I am responsible for all reporting obligations with regard to the sale of control or restricted securities, including the filing of Forms 144, 3, 4 and 5. Restricted Securities may not be purchased on margin.
I also understand that proceeds from the sale of control of restricted securities may not be made available to me for withdrawal or reinvestment purposes until E*TRADE Securities receives the non-restricted shares back from the Transfer Agent. Even if the necessary documents are furnished in a timely manner, there may be delays with the processing of such securities. I further agree that E*TRADE Securities will not be held liable for delays in the sale or settlement of such securities or the release of proceeds from such sale resulting from the failure of issuer's counsel to provide or to approve any necessary legal opinion, or any delays from the Transfer Agent.
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Also if you own a Margin Account they may be able to sell any security in you account at any time they feel it is necessary without your permission.
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