N.Y.
Business Corporation Law Section 808
Reorganization under act of congress
(a)
Whenever a plan of reorganization of a corporation has been confirmed by a decree or order of a court in proceedings under any applicable act of congress relating to reorganization of corporations, the corporation shall have authority, without action of its shareholders or board, to put into effect and carry out the plan and decree and orders of the court relative thereto, and take any proceeding and any action for which provision is made in any statute governing the corporation or for which provision is or might be made in its certificate of incorporation or by-laws and which is provided for in such plan or directed by any such decree or order.(b)
Such authority may be exercised, and such proceedings and actions may be taken, as may be directed by any such decree or order, by the trustee or trustees of such corporation appointed in the reorganization proceedings, or if none is acting, by any person or persons designated or appointed for the purpose by any such decree or order, with like effect as if exercised and taken by unanimous action of the board and shareholders of the corporation.(c)
Any certificate, required or permitted by law to be filed or recorded to accomplish any corporate purpose, shall be signed, and verified or acknowledged, under any such decree or order, by such trustee or trustees or the person or persons referred to in paragraph (b), and shall certify that provision for such certificate is contained in the plan of reorganization or in a decree or order of the court relative thereto, and that the plan has been confirmed, as provided in an applicable act of congress, specified in the certificate, with the title and venue of the proceeding and the date when the decree or order confirming the plan was made, and such certificate shall be delivered to the department of state.(d)
A shareholder of any such corporation shall have no right to receive payment for his shares and only such rights, if any, as are provided in the plan of reorganization.(e)
Notwithstanding section 504 (Consideration and payment for shares), such corporation may, after the confirmation of such plan, issue its shares, bonds and other securities for the consideration specified in the plan of reorganization and may issue warrants or other optional rights for the purchase of shares upon such terms and conditions as may be set forth in such plan.(f)
If after the filing of any such certificate by the department of state, the decree or order of confirmation of the plan of reorganization is reversed or vacated or such plan is modified, such other or further certificates shall be executed and delivered to the department of state as may be required to conform to the plan of reorganization as finally confirmed or to the decree or order as finally made.(g)
Except as otherwise provided in this section, no certificate filed by the department of state hereunder shall confer on any corporation any powers other than those permitted to be conferred on a corporation formed under this chapter.(h)
If, in any proceeding under any applicable act of congress relating to reorganization of corporations, a decree or order provides for the formation of a new domestic corporation or for the authorization of a new foreign corporation to do business in this state under a name the same as or similar to that of the corporation being reorganized, the certificate of incorporation of the new domestic corporation or the application of the new foreign corporation shall set forth that it is being delivered pursuant to such decree or order and be endorsed with the consent of the court having jurisdiction of the proceeding. After such certificate of incorporation or application has been filed, the corporation being reorganized shall not continue the use of its name except in connection with the reorganization proceeding and as may be necessary to adjust and wind up its affairs, and thirty days after such filing, the reorganized domestic corporation shall be automatically dissolved or the authority of the reorganized foreign corporation to transact business in this state shall cease. To the extent that the adjustment and winding up of the affairs of such dissolved corporation is not accomplished as a part of the proceeding or prescribed by the decree or order of such court, it shall proceed in accordance with the provisions of article 10 (Non-judicial dissolution).(i)
This section shall not relieve any corporation from securing from any state official, department, board, agency or other body, any consent or approval required by any statute.
Source:
Section 808 — Reorganization under act of congress, https://www.nysenate.gov/legislation/laws/BSC/808 (updated Sep. 22, 2014; accessed Oct. 26, 2024).
