Delaware Code § 12-4307

Nonliability of third persons
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(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 the person 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 duty.
(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 chapter incurs
no liability.
(c) This section does not impose any liability upon the corporation or its transfer agent.

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