N.Y. UCC Law § 8-510

Section 8--510. Rights of Purchaser of Security Entitlement from\n Entitlement Holder.\n (a) In a case not covered by the priority rules in Article 9 or the\nrules stated in subsection (c), an action based on an adverse claim to a\nfinancial asset or security entitlement, whether framed in conversion,\nreplevin, constructive trust, equitable lien, or other theory, may not\nbe asserted against a person who purchases a security entitlement, or an\ninterest therein, from an entitlement holder if the purchaser gives\nvalue, does not have notice of the adverse claim, and obtains control.\n (b) If an adverse claim could not have been asserted against an\nentitlement holder under Section 8--502, the adverse claim cannot be\nasserted against a person who purchases a security entitlement, or an\ninterest therein, from the entitlement holder.\n (c) In a case not covered by the priority rules in Article 9, a\npurchaser for value of a security entitlement, or an interest therein,\nwho obtains control has priority over a purchaser of a security\nentitlement, or an interest therein, who does not obtain control. Except\nas otherwise provided in subsection (d), purchasers who have control\nrank according to priority in time of:\n (1) the purchaser's becoming the person for whom the securities\n account, in which the security entitlement is carried, is\n maintained, if the purchaser obtained control under Section\n 8--106(d)(1);\n (2) the securities intermediary's agreement to comply with the\n purchaser's entitlement orders with respect to security\n entitlements carried or to be carried in the securities\n account in which the security entitlement is carried, if the\n purchaser obtained control under Section 8--106(d)(2); or\n (3) if the purchaser obtained control through another person\n under Section 8--106(d)(3), the time on which priority would\n be based under this subsection if the other person were the\n secured party.\n (d) A securities intermediary as purchaser has priority over a\nconflicting purchaser who has control unless otherwise agreed by the\nsecurities intermediary.\n