Dickson

MEMORANDUM **

Caskey Dickson (Dickson), special trustee of the Thrift and Profit Plan of Latham & Watkins for the Benefit of Gary L. Dickson, appeals the district court’s judgment for ChaseMellon Shareholder Services following a bench trial. We review the district court’s findings of fact for clear error and its conclusions of law de novo. Lentini v. California Ctr. for the Arts, 370 F.3d 837, 843 (9th Cir.2004). We affirm.

We disagree with Dickson that the district court grafted a “reasonable grounds” exception onto Delaware Annotated Code title 6, § 8-401(a)(l) or (a)(5). Rather, the court determined that ChaseMellon had no duty to exchange or transfer because UMB Bank was not eligible to have unrestricted TMCS shares registered in the name of its nominee, Citruck & Co., pursuant to UMB’s January 1999 request. This finding is well supported in the record, as

the January 1999 request pertained to Certificate A-26 whose restrictive legend required an opinion of counsel before sale. The assignment letter UMB provided to ChaseMellon states that NATC “sell[s], assign[s] and transferís] unto Citruck & Co.” Certificate A-26 “for value received.” Although there was an opinion letter…