Section 394. Lost or destroyed certificate of stock

1. The owner of shares
  represented by  a  lost  or  destroyed  certificate  of  stock,  if  the
  corporation  shall  refuse  to issue a new certificate in place thereof,
  may apply to the supreme court, at any special term held in the district
  where he resides, or in which the office of the corporation is  located,
  for  an  order requiring the corporation to show cause why it should not
  be required to issue a new certificate in  place  of  the  one  lost  or
  destroyed.  The  application  shall be by petition, duly verified by the
  owner, stating that it is made pursuant to this section, the name of the
  corporation, the number and date of the certificate and to whom  issued,
  if  known  or  if it can be ascertained by the petitioner, the number of
  shares represented  thereby,  and  as  particular  a  statement  of  the
  circumstances  attending  such loss or destruction as the petitioner can
  give. Upon the presentation of the petition  the  court  shall  make  an
  order  requiring  the  corporation  to  show  cause, at a time and place
  therein mentioned, why it should not issue a new certificate of stock in
  place of the one described in the petition. A copy of the  petition  and
  order  shall  be served on the corporation, in the manner prescribed for
  the service of a summons in an action against a  corporation,  at  least
  twenty  days before the return of the order to show cause. Notice of the
  application shall be given to the stockholder  of  record  if  he  is  a
  person  other  than the petitioner and if he is known to the petitioner,
  and to such other persons as the court may direct; such notice shall  be
  given  in  such  manner  by  publication  or  otherwise as the court may
  direct.
    2. Upon the return of the order, with proof of  due  service  thereof,
  the  court  shall  inquire  into  the  truth  of  the allegations of the
  petition and hear the proofs of  the  parties  in  regard  thereto.  The
  court,  if  satisfied  that  the  petitioner  is the lawful owner of the
  shares, or any part thereof, described in the  petition,  and  that  the
  certificate  therefor  has  been  lost or destroyed and cannot after due
  diligence be found, and that no sufficient cause has been  shown  why  a
  new  certificate should not be issued, shall make an order requiring the
  corporation, within a time  specified,  to  issue  and  deliver  to  the
  petitioner  a  new certificate for the number of shares specified in the
  order, upon the petitioner depositing in such public office as the court
  may designate security or a bond to indemnify  the  corporation  against
  any  liability  or  expense which it may incur by reason of the original
  certificate remaining outstanding.  Such security or bond shall be in an
  amount which shall appear to the court sufficient in  the  circumstances
  of  the  case  to  protect  the  interests  of  any  persons to whom the
  corporation may incur liability, and shall be in such form and with such
  sureties as  the  court  shall  approve.  The  court  may  also  in  its
  discretion  order  the payment of the corporation's reasonable costs and
  counsel fees.
    3. The issuance of a new certificate under an order of the court shall
  not relieve the corporation from liability in damages to a transferee of
  the original certificate in good faith and for  value.  The  corporation
  shall not be liable to any such transferee in an amount in excess of the
  amount  of  the  bond  or  the  amount  of  the  security required to be
  deposited.
    4. In case of conflict between this  section  and  section  8--405  or
  8--406 of the uniform commercial code, this section shall control.