2023 New York Laws › BSC - Business Corporation › Article 8 - Amendments and Changes › 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.