§ 907-A — Application for approval of the supreme court

New York § 907-A

• Jurisdiction: New York
• Law NPC: Not-for-Profit Corporation
• Art. 9: Merger or Consolidation

Text

§ 907-a. Application for approval of the supreme court.\n (a) Application for an order approving the plan of merger and\nauthorizing the filing of the certificate may be made in the judicial\ndistrict in which the principal office of the surviving or consolidated\ncorporation is to be located, or in which the office of one of the\ndomestic constituent corporations is located. The application shall be\nmade by all the constituent corporations jointly and shall set forth by\naffidavit: (1) the plan of merger or consolidation, (2) the approval\nrequired by section 903 (Approval of plan) or paragraph (b) of section\n906 (Merger or consolidation of domestic and foreign corporations) of\nthis article for each constituent corporation, (3) the objects and\npurposes of each such corporation to be promoted by the merger or\nconsolidation, (4) a statement of all property, and the manner in which\nit is held, and of all liabilities and of the amount and sources of the\nannual income of each such corporation, (5) whether any votes against\nadoption of the resolution approving the plan of merger or consolidation\nwere cast at the meeting at which the resolution was adopted by each\nconstituent corporation, and (6) facts showing that the consolidation is\nauthorized by the laws of the jurisdictions under which each of the\nconstituent corporations is incorporated.\n (b) Upon the filing of the application the court shall fix a time for\nhearing thereof and shall direct that notice thereof be given to such\npersons as may be interested, including the attorney general, any\ngovernmental body or officer and any other person or body whose consent\nor approval is required by section 909 (Consent to filing) of this\narticle, in such form and manner as the court may prescribe. If no votes\nagainst adoption of the resolution approving the plan of merger or\nconsolidation were cast at the meeting at which the resolution was\nadopted by any constituent corporation the court may dispense with\nnotice to anyone except the attorney-general, any governmental body or\nofficer and any other person or body whose consent or approval is\nrequired by section 909 (Consent to filing) of this article. Any person\ninterested may appear and show cause why the application should not be\ngranted.\n (c) If the court shall find that any of the assets of any of the\nconstituent corporations are held for a charitable purpose or are\nlegally required to be used for a particular purpose, but not upon a\ncondition requiring return, transfer or conveyance by reason of the\nmerger or consolidation, the court may, in its discretion, direct that\nsuch assets be transferred or conveyed to the surviving or consolidated\ncorporation subject to such purpose or use, or that such assets be\ntransferred or conveyed to the surviving or consolidated corporation or\nto one or more other domestic or foreign corporations or organizations\nengaged in substantially similar activities, upon an express trust the\nterms of which shall be approved by the court.\n (d) If the court shall find that the interests of non-consenting\nmembers are or may be substantially prejudiced by the proposed merger or\nconsolidation, the court may disapprove the plan or may direct a\nmodification thereof. In the event of a modification, if the court shall\nfind that the interests of any members may be substantially prejudiced\nby the proposed merger or consolidation as modified, the court shall\ndirect that the modified plan be submitted to vote of the members of the\nconstituent corporations, or if the court shall find that there is not\nsuch substantial prejudice, it shall approve the agreement as so\nmodified without further approval by the members. If the court, upon\ndirecting a modification of the plan of merger or consolidation, shall\ndirect that a further approval be obtained from members of the\nconstituent corporations or any of them, such further approval shall be\nobtained in the manner specified in section 903 (Approval of plan) or\nparagraph (b) of section 906 (Merger or consolidation of domestic and\nforeign corporations) of this article.\n (e) If it shall appear, to the satisfaction of the court, that the\nprovisions of this section have been complied with, and that the\ninterests of the constituent corporations and the public interest will\nnot be adversely affected by the merger or consolidation, it shall\napprove the merger or consolidation upon such terms and conditions as it\nmay prescribe.\n (f) A certified copy of such order shall be annexed to the certificate\nof merger or consolidation.\n