The granting of a lien to HSBC by the Debtors was a transfer which has been avoided by the Trustee. Accord In re Arzt, 252 B.R. 148, 141-42 (B.A.P. 8th Cir. 2000) (holding that § 522(g) is applicable to property recovered by the trustee via § 547 and § 551; the voluntariness of the transfer being the key factor) ( citing Kaler v. Letcher (In re Wegner), 210 B.R. 799 (Bankr. D.N.D. 1997), aff'd, 162 F.3d 1166 (1998) (Table) (holding that § 551 preserves the avoided transfer or lien to the estate); Fox Hill Office Invs. Ltd. v. Mercantile Bank (In re Fox Hill Office Invs., Ltd.), 101 B.R. 1007, 1023 (Bankr. W.D. Mo. 1989) (same); In re Scott, 2000 WL 122360 at *1 (Bankr. N.D. Iowa Jan. 3, 2000) (holding that if a debtor had voluntarily granted a security interest that was later avoided, the debtor was not entitled to exempt the interest recovered); Schieffler v. Beshears (In re Beshears), 182 B.R. 235, 240 (Bankr. E.D. Ark. 1995) (holding that debtors cannot claim an exemption in a homestead after trustee avoided the transfer of the property as a fraudulent conveyance because the transfer by the debtors was voluntary); In re Flitter, 181 B.R. 938

In re Cassis, 220 B.R. at 982; In re Jarax Int'l, Inc., 164 B.R. at 185-87; see also Adams v. Anderson (In re Superior Stamp Coin Co., Inc.), 223 F.3d 1004, 1007 (9th Cir. 2000) (applying the "diminution of estate" doctrine to determine whether transferred property belongs to the debtor for purposes of § 547). The third case cited by Aalfs — In re Bame — simply held that the trustee was not entitled to a money judgment for an avoidable postpetition transfer because there was no proof that the estate suffered damages on account of the defendant's actions. Ramette v. Al Alma's Supper Club Corp. (In re Bame), 252 B.R. 148, 162 (Bankr.D.Minn. 2000). The question whether depletion of the estate is a requirement for finding a transfer avoidable under § 549 is an open question in this circuit.

Applying this general rule to the facts of this case, the burden for a recordation error should be placed on the issuer and it's transfer agent rather than the shareholder. See In re Bame, 252 B.R. 148, 156 (D. Bk. Min. 2000) ("Taken as a whole, the unambiguous import of Article 8 is that the issuer of the certificated security bears the risk of improperly issued securities or other defects."). Yet Defendant would have the Court invert this burden.

See id. ( citing Minn. Stat. § 336.8-313). See also United States v. Doyle, 486 F.Supp. 1214 (D.C. Minn. 1980); In re Bame, 252 B.R. 148, 158 n. 9 (Minn. 2000) (noting different results in jurisdictions which "utilize a version of Article 8 that omits the word `only'"). Kansas law includes no such restriction.

Upon a reading of the statute, in conjunction with the Minnesota Code comments and Minnesota case law involving replacement stock certificates, "wrongfully taken" is generally understood to mean stolen. See, e.g., In re Bame, 252 B.R. 148 (Bankr.D.Minn. 2000) (replacement of lost or misplaced certificate); American Sur. Co. of New York v. Cunningham, 275 N.W. 1 (Minn. 1937) (replacement of lost certificate based on common law principle that lost or stolen certificates may be replaced upon proof of ownership). See also, Minn. Stat. § 336.8-405, Minnesota Code Comment (interchanging "wrongfully taken" with "stolen").

Handeen v. LeMaire, 112 F.3d 1339, 1346 (8th Cir. 1997). Further, "if the moving party is the plaintiff, it carries the additional burden of presenting evidence that establishes all elements of the claim." Bame v. Al & Alma's Supper Club Corp. (In re Bame), 252 B.R. 148, 154 (Bankr. D.Minn. 2000).

{73} If, following the issuance of the replacement certificate, Saavedra had established that she was a protected purchaser, then the Entity Defendants would have been obligated to register the original certificate pursuant to Section 55-8-405 and to recover the replacement certificate from Aranda. See In re Bame, 252 B.R. 148, 157 (Bankr. D.Minn. 2000) (explaining that if a protected purchaser presents an original certificate to an issuer after the replacement certificate is issued, the issuer would be required to honor both certificates). Had the Entity Defendants refused to register Saavedra's certificate after she established the requisite ownership, Saavedra could have sought to compel registration pursuant to the applicable UCC provisions.