HRS §490:8-205
When an unauthorized signature on a stock certificate is valid
A signature on a stock certificate that was not authorized is usually invalid. But if a person or employee trusted by the company signs it without authority, the signature can be valid for a buyer who pays value and does not know about the lack of authority. This protects innocent buyers.
employeestrustees
The statute, as written — Effect of unauthorized signature on security certificate
An unauthorized signature placed on a security certificate before or in the course of issue is ineffective, but the signature is effective in favor of a purchaser for value of the certificated security if the purchaser is without notice of the lack of authority and the signing has been done by: (1) An authenticating trustee, registrar, transfer agent, or other person entrusted by the issuer with the signing of the security certificate or of similar security certificates, or the immediate preparation for signing of any of them; or (2) An employee of the issuer, or of any of the persons listed in paragraph (1), entrusted with responsible handling of the security certificate.
LawTrove is not legal advice. The summary above is a computer-generated restatement — the authoritative text is the official version linked above.