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Each such notice of redemption shall be irrevocable and shall specify the date that is the redemption date, the redemption price, the number of Shares to be redeemed, the place or places of payment and that payment will be made upon presentation and, to the extent that such Shares are certificated, surrender of the certificate(s) evidencing the Shares of Series B Preferred Stock to be redeemed (properly endorsed or assigned for transfer, if the Corporation shall so require).

I know the basic meanings of both words. However, as a non-native speaker, I fear there might be some specialized nuance here that I can't seem to grasp.

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"Endorsement" in this case refers to the concept of negotiation. If a negotiable document with one owner (such as a check or promissory note or negotiable bond or stock certificate) is signed (i.e. "endorsed") in the proper place on the original document by that owner, then the person who is in physical possession of the endorsed document (the "holder" of the endorsed document) is now its true owner. There is a body of statutory and case law setting forth which documents may and may not be negotiated in this manner (in the United States, this is located mostly in the Uniform Commercial Code).

If the endorsement is made on a separate piece of paper attached to the negotiable document it is called an "allonge", and it could fairly be called either an endorsement or an assignment.

An "assignment" would be a transfer of ownership concluded in some manner other than negotiation of the original document by endorsing it, for example, by a bill of sale document signed by the owner declaring that the new owner is the person who is now presenting the stock.

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  • so an 'assignment' is basically a 'stock powers'? – Jawad Jul 18 '18 at 7:21
  • @Jawad A stock power would be one form of assignment. – ohwilleke Jul 18 '18 at 13:14
  • @ohwileke what other forms of assignment are there? – Jawad Jul 18 '18 at 14:18
  • @Jawad There could be a document entitled "Assignment", there could be a "Bill of Exchange" or "Bill of Sale". There could be a declaration of heirship in the probate of an intestate person, there could be a petition in bankruptcy under Chapter 7 which vested ownership in the Bankruptcy trustee, there could be a court decree changing ownership. I'm sure this isn't an exhaustive list. – ohwilleke Jul 18 '18 at 19:24

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