Georgia Law Review, Vol. 21, No. 4 (Spring 1987), pp. 789-842


This article is inspired by a new form for registering corporate shares that is now available to certain stockholders of Southwestern Bell Corporation (SBC). Designed to replace stock registrations that make two or more persons appear to be co-owners, the new form, referred to herein as a transfer-on-death (TOD) registration, enables a sole owner to register a designation of a death beneficiary in whose favor a transfer on death of the registered shares may occur outside the probate process. The new registration form extends a key provision of the Uniform Probate Code (U.P.C.) that was designed to encourage development of non-probate methods other than co-ownership for arranging for asset transfers on death. Part I of the article examines the legal and practical considerations regarding joint ownership of investment securities that may have led SBC to develop curative measures. Part II analyzes statutory and decisional law questions bearing on the validity of TOD registration plans. Part III describes the major features of SBC's new, optional stock registration mode and explores and rejects joing registrations with a provision for control by either owner, the "A or B" form, as an apparently simpler solution to many co-ownership problems. Part IV explores the prospects for a new uniform law project aimed at simplifying TOD registrations and protecting intermediaries who might use the new title form.