Section 808. Reorganization under act of congress


Latest version.
  • (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.