§31-4D-7. Nonliability of third persons.
(a) No person who participates in the acquisition,
disposition, assignment or transfer of a security by or to a
fiduciary including a person who guarantees the signature of the
fiduciary is liable for participation in any breach of fiduciary
duty by reason of failure to inquire whether the transaction
involves such a breach unless it is shown that he acted with
actual knowledge that the proceeds of the transaction were being
or were to be used wrongfully for the individual benefit of the
fiduciary or that the transaction was otherwise in breach of
(b) If a corporation or transfer agent makes a transfer
pursuant to an assignment by a fiduciary, a person who guaranteed
the signature of the fiduciary is not liable on the guarantee to
any person to whom the corporation or transfer agent by reason of
this article incurs no liability.
(c) This section does not impose any liability upon the
corporation or its transfer agent.