§ 808 — Reorganization under act of congress

§ 808. Reorganization under act of congress.\n (a) Whenever a plan of reorganization of a corporation has been\nconfirmed by a decree or order of a court in proceedings under any\napplicable act of congress relating to reorganization of corporations,\nthe corporation shall have authority, without action of its shareholders\nor board, to put into effect and carry out the plan and decree and\norders of the court relative thereto, and take any proceeding and any\naction for which provision is made in any statute governing the\ncorporation or for which provision is or might be made in its\ncertificate of incorporation or by-laws and which is provided for in\nsuch plan or directed by any such decree or order.\n (b) Such authority may be exercised, and such proceedings and actions\nmay be taken, as may be directed by any such decree or order, by the\ntrustee or trustees of such corporation appointed in the reorganization\nproceedings, or if none is acting, by any person or persons designated\nor appointed for the purpose by any such decree or order, with like\neffect as if exercised and taken by unanimous action of the board and\nshareholders of the corporation.\n (c) Any certificate, required or permitted by law to be filed or\nrecorded to accomplish any corporate purpose, shall be signed, and\nverified or acknowledged, under any such decree or order, by such\ntrustee or trustees or the person or persons referred to in paragraph\n(b), and shall certify that provision for such certificate is contained\nin the plan of reorganization or in a decree or order of the court\nrelative thereto, and that the plan has been confirmed, as provided in\nan applicable act of congress, specified in the certificate, with the\ntitle and venue of the proceeding and the date when the decree or order\nconfirming the plan was made, and such certificate shall be delivered to\nthe department of state.\n (d) A shareholder of any such corporation shall have no right to\nreceive payment for his shares and only such rights, if any, as are\nprovided in the plan of reorganization.\n (e) Notwithstanding section 504 (Consideration and payment for\nshares), such corporation may, after the confirmation of such plan,\nissue its shares, bonds and other securities for the consideration\nspecified in the plan of reorganization and may issue warrants or other\noptional rights for the purchase of shares upon such terms and\nconditions as may be set forth in such plan.\n (f) If after the filing of any such certificate by the department of\nstate, the decree or order of confirmation of the plan of reorganization\nis reversed or vacated or such plan is modified, such other or further\ncertificates shall be executed and delivered to the department of state\nas may be required to conform to the plan of reorganization as finally\nconfirmed or to the decree or order as finally made.\n (g) Except as otherwise provided in this section, no certificate filed\nby the department of state hereunder shall confer on any corporation any\npowers other than those permitted to be conferred on a corporation\nformed under this chapter.\n (h) If, in any proceeding under any applicable act of congress\nrelating to reorganization of corporations, a decree or order provides\nfor the formation of a new domestic corporation or for the authorization\nof a new foreign corporation to do business in this state under a name\nthe same as or similar to that of the corporation being reorganized, the\ncertificate of incorporation of the new domestic corporation or the\napplication of the new foreign corporation shall set forth that it is\nbeing delivered pursuant to such decree or order and be endorsed with\nthe consent of the court having jurisdiction of the proceeding. After\nsuch certificate of incorporation or application has been filed, the\ncorporation being reorganized shall not continue the use of its name\nexcept in connection with the reorganization proceeding and as may be\nnecessary to adjust and wind up its affairs, and thirty days after such\nfiling, the reorganized domestic corporation shall be automatically\ndissolved or the authority of the reorganized foreign corporation to\ntransact business in this state shall cease. To the extent that the\nadjustment and winding up of the affairs of such dissolved corporation\nis not accomplished as a part of the proceeding or prescribed by the\ndecree or order of such court, it shall proceed in accordance with the\nprovisions of article 10 (Non-judicial dissolution).\n (i) This section shall not relieve any corporation from securing from\nany state official, department, board, agency or other body, any consent\nor approval required by any statute.\n