N.Y. Business Corporation Law § 808: Reorganization under act of congress

§ 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.