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This entry was published on 2014-09-22
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Reorganization under act of congress
Business Corporation (BSC) CHAPTER 4, ARTICLE 8
§ 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.