Pub. Subsec. Finally, the Court will continue to be vigilant in ensuring the bona fides of any scheme. L. 100–647, § 1018(q)(5), struck out “(other than stock in a regulated investment company, a real estate investment trust, or an investment company which meets the requirements of this clause (ii))” after “any one issuer” and after “or fewer issuers” and inserted at end “For purposes of this clause, a person holding stock in a regulated investment company, a real estate investment trust, or an investment company which meets the requirements of this clause shall, except as provided in regulations, be treated as holding its proportionate share of the assets held by such company or trust.”. L. 96–589, § 4(a), (h)(3), added subpar. Pub. The target corporation may only accept a maximum of 60% of non-stock consideration (i.e. Pub. L. 99–514, title IX, § 904(c)(1), Oct. 22, 1986, 100 Stat. The Court then proceeded to make these particular points in deciding in favour of the purchasers’ arguments: Therefore, the purchasers’ setting aside application succeeded. The earlier Order for leave for the scheme creditors meeting was set aside and the sanction Order not allowed. L. 94–455 effective Jan. 1, 1986, with certain exceptions, see section 621(f)(2) of Pub. Post was not sent - check your email addresses! Any changes that have already been made by the team appear in the content and are referenced with annotations. (a)(2)(G)(i). a receivership, foreclosure, or similar proceeding in a Federal or State court. Pub. This article will provide an overview of the CA 2016. L. 105–277, div. L. 100–647, title IV, § 4012(b)(1)(C)(i), Section 368. (c). Pub. The Secretary may waive the application of clause (i) to any transaction subject to any conditions the Secretary may prescribe. Creditors would then not be taken by surprise by the moratorium effect of the restraining order. For purposes of the preceding sentence, if the acquired corporation is liquidated pursuant to the plan of reorganization, any distribution to its creditors in connection with such liquidation shall be treated as pursuant to the plan of reorganization. (a)(2)(H). Pub. Lagenda Erajuta objected to the intervention application but the Court allowed the intervention. L. 97–448, § 304(c), substituted “any party to the reorganization” for “such corporation”. Amendment by Pub. See Effective Date of 1986 and 1976 Amendment notes below. PRELIMINARY. L. 101–73, § 1401(a)(1), inserted “receivership” in heading and amended text generally, changing the structure of the subparagraph from one consisting of five clauses designated (i) to (v) to one consisting of a single undesignated subparagraph. L. 90–621, § 1(c), Oct. 22, 1968, 82 Stat. (vi), second sentence, “(hereafter referred to as the (‘actual acquisition’)” after “section 368(a)(1)(B)” and “and security holders” after “the shareholders” and substituted “stock in such company for stock having a fair market value equal to the fair market value of their stock of such investment company immediately after the exchange” for “stock in such investment company for a percentage of the value of the total outstanding stock of the other corporation equal to the percentage of the value of the total outstanding stock of such investment company which such shareholders own immediately after the actual acquisition”; and added cls. other than this Act or by any other law for the time being in force, shall not register in. (a)(2)(C). This decision confirms that a distressed company faces a difficult hurdle when seeking for a restraining order in a scheme of arrangement. Section 9(b) CA 2016 Act stipulates that ‘A company shall have one or more members…’. (c). (2) defining term “control” as having meaning given to such term by section 304(c) in case of any transaction with respect to which requirements of subpars. L. 96–589 applicable to bankruptcy cases or similar judicial proceedings commencing after Dec. 31, 1980, with exception permitting the debtor to make the amendment applicable to such cases or proceedings commencing after Sept. 30, 1979, see section 7(c)(1), (f) of Pub. L. 97–448, title III, § 311(b)(2), Jan. 12, 1983, 96 Stat. L. 90–621, § 1(b), inserted reference to the inclusion of the controlling corporation in term “a party to a reorganization” in reorganizations qualifying under paragraph (1)(A) of subsection (a) by reason of paragraph (2)(D) of subsection (a). Amendment by Pub. (a). Pub. COMPANIES ACT 2016. after the transaction, the corporation surviving the merger holds substantially all of its properties and of the properties of the merged corporation (other than stock of the controlling corporation distributed in the transaction); and, in the transaction, former shareholders of the surviving corporation exchanged, for an amount of voting stock of the controlling corporation, an amount of stock in the surviving corporation which constitutes, If immediately before a transaction described in paragraph (1) (other than subparagraph (E) thereof), 2 or more parties to the transaction were investment companies, then the transaction shall not be considered to be a, A corporation meets the requirements of this clause if not more than 25 percent of the value of its total assets is invested in the stock and, For purposes of this subparagraph the term “, For purposes of this subparagraph, in determining total assets there shall be excluded cash and cash items (including receivables). L. 90–621, § 1(a), added subpar. 1968—Subsec. Section 368 - Vesting of property on registration - Companies Act, 2013 Notification No. (a)(2)(E). L. 105–34 applicable, with certain exceptions, to transfers after Aug. 5, 1997, see section 1012(d) of Pub. An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors' disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes. The scheme was now effectively dismissed. (a)(1)(C). Some of the purchasers then applied to intervene in the court proceedings. L. 91–693, § 1(a), added subpar. L. 100–647, set out as a note under section 1 of this title. (ii) and (iii). My view is that the proper step is to assess whether there is a need to amend the language of section 368(2) of the CA 2016. Section 368.—Definitions Relating to Corporate Reorganizations . L. 101–73, § 1401(b)(1), repealed amendment made by Pub. (a)(2)(G). In particular, the applicant had failed to satisfy section 368(2)(a): that the scheme of arrangement was proposed to creditors representing at least half of the value of all the creditors. Alternative versions: 01/10/2007- Amendment; Changes to legislation: There are outstanding changes not yet made by the legislation.gov.uk editorial team to Companies Act 2006. (vii) and (viii). L. 100–647, § 4012(b)(1)(A), amended subpar. L. 98–369, set out as a note under section 267 of this title. L. 97–448, § 304(b), struck out “or stock” after “acquisition of the assets”. There was also no such term in the proposed rules of meeting that a proof of debt must first be filed. Pub. L. 115–141, div. L. 88–272, § 218(a), (b)(1), inserted “(or in exchange solely for all or a part of the voting stock of a corporation which is in control of the acquiring corporation)” in par. 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Regulations under Sections 355 and 360 of the Companies Act - GN 311 of 2013.The Regulation has been amended at Item 9- See Regulation GN 139 of 2015. Subsec. L. 99–514, set out as a note under section 48 of this title. Changes over time for: Section 368. L. 106–36 applicable to transfers after Oct. 18, 1998, see section 3001(e) of Pub. the acquisition by one corporation, in exchange solely for all or a part of its voting stock (or in exchange solely for all or a part of the voting stock of a corporation which is in, a transfer by a corporation of all or a part of its assets to another corporation if immediately after the transfer the transferor, or one or more of its shareholders (including persons who were shareholders immediately before the transfer), or any combination thereof, is in, a mere change in identity, form, or place of organization of one corporation, however effected; or, a transfer by a corporation of all or part of its assets to another corporation in a. one corporation acquires substantially all of the properties of another corporation, the acquisition would qualify under paragraph (1)(C) but for the fact that the acquiring corporation exchanges money or other property in addition to voting stock, and. The distressed applicant company was the developer of a mixed development project. The Investment Company Act of 1940, referred to in subsec. Pub. 2095, provided that: For effective date of amendment by section 806(f)(1) of Pub. However, on this point, we will have to take note of the Court of Appeal decision in Mansion Properties (see my write-up here). L. 99–514, set out as a note under section 382 of this title. Subsec. (vi), first sentence, “does not meet the requirements” for “is not diversified within the meaning”; struck from cl. cash or other property); if non-stock consideration exceeds 60% of total consideration, then the reorganization character of the transaction … (a)(2)(F)(viii). L. 99–514, as amended, set out as a note under section 401 of this title. (a)(1)(F). (viii) which provided that in applying paragraph (3) of section 267(b) in respect of any transaction to which this subparagraph applies, the reference to a personal holding company in such paragraph (3) be treated as including a reference to an investment company and the determination of whether a corporation is an investment company be made as of the time immediately before the transaction instead of with respect to the taxable year referred to in such paragraph (3). 1924, as amended by Pub. SECTION 368. Subsec. Short title and commencement. VESTING OF PROPERTY ON REGISTRATION [Effective from 1st April, 2014]All property, movable and immovable (including actionable claims), belonging to or vested in a company at the date of its registration in pursuance of this Part, shall, on such registration, pass to and vest in the company as incorporated under this Act for all the estate and interest of the company therein. Approval and signature of revised financial statements. The proposed scheme would involve a White Knight trying to revive the abandoned project. Pub. L. 105–277 inserted “, or the fact that the corporation whose stock was distributed issues additional stock,” after “dispose of part or all of the distributed stock”. Solely for the purpose of determining whether clause (iii) of the preceding sentence applies, the amount of any liability assumed by the acquiring corporation shall be treated as money paid for the property. However, this places a distressed company with a difficult hurdle in obtaining urgent moratorium protection. Lagenda Erajuta was the developer of the mixed development project, 1 Gateway, in Klang, Selangor. L. 106–36, § 3001(a)(3)(B), which directed amendment of concluding provisions by striking out “, and the amount of any liability to which any property acquired from the acquiring corporation is subject,”, was executed by striking out “, and the amount of any liability to which any property acquired by the acquiring corporation is subject,” after “acquiring corporation”, to reflect the probable intent of Congress. “(A) Except as provided in subparagraphs (B) and (C), the amendments made by paragraph (1) [amending this section] shall apply as if included in section 368(a)(2)(F) of the Internal Revenue Code of 1986 [formerly I.R.C. (c). (ii) generally. Lagenda Erajuta then applied to the Court for sanction of the proposed scheme. As an example, Singapore introduced an option for an automatic moratorium under its scheme of arrangement provisions. Pub. Lagenda Erajuta had imposed a requirement to submit a proof of debt ahead of the voting at the scheme creditors meeting.
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