A similar rule shall apply to a transaction otherwise qualifying under paragraph (1)(G) where the requirements of subparagraphs (A) and (B) of section 354(b)(1) are met with respect to the acquisition of the assets. L. 99–514, by adding cls. Pub. L. 99–514, § 2, Oct. 22, 1986, 100 Stat. L. 99–514, set out as a note under section 361 of this title. The company had also obtained an ex parte restraining order. 1998—Subsec. 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”. L. 101–73, set out as Effective Date of 1989 Amendment note under section 597 of this title. L. 94–455, § 806(f)(1). Pub. L. 99–514, § 1804(g)(2), inserted “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.”. The scheme creditors had overwhelmingly approved the proposed scheme. Pub. 19), section 47 of the Finance Companies Act (Cap. L. 101–73, § 1401(b)(1), (c)(4), eff. Definitions relating to corporate reorganizations. “The amendment made by subsection (a)(1) [amending this section] shall apply to acquisitions on or after, “The amendment made by subparagraph (A) [amending this section] shall apply to acquisitions after the date of the enactment of this Act [, “The amendment made by this subsection [amending this section] shall apply as if included in section 2131 of the, “The amendments made by this section [amending this section] shall apply to transactions pursuant to plans adopted after the date of the enactment of this Act [, “The amendment made by subsection (b) of section 304 [amending this section] shall take effect as if included in the amendments made by section 4 of such Act [, Except as provided in paragraph (2), the amendment made by subsection (a) [amending this section] shall apply with respect to transactions occurring after, The amendment made by subsection (a) shall not apply with respect to plans of, “The amendment made by sections 241 and 242 [amending this section and, 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, Clause (viii) of section 368(a)(2)(F) of the, Clause (vii) of section 368(a)(2)(F) of the, Except as provided in paragraph (2), the amendment made by subsection (a) [amending this section] shall apply to transfers made after, The amendment made by subsection (a) shall not apply to transfers made in accordance with a ruling issued by the, “The amendments made by this section [amending this section] shall apply to statutory mergers occurring after, “The amendments made by subsections (a) and (b) [amending this section] shall apply to statutory mergers occurring after the date of the enactment of this Act [, “The amendments made by this section [amending this section] shall apply with respect to transactions after, For purposes of parts I and II and this part, the term “, Reorganizations described in both paragraph (1)(C) and paragraph (1)(D), Additional consideration in certain paragraph (1)(C) cases, Transfers of assets or stock to subsidiaries in certain paragraph (1)(A), (1)(B), (1)(C), and (1)(G) cases, Use of stock of controlling corporation in paragraph (1)(A) and (1)(G) cases, The acquisition by one corporation, in exchange for stock of a corporation (referred to in this subparagraph as “controlling corporation”) which is in, Statutory merger using voting stock of corporation controlling merged corporation, A transaction otherwise qualifying under paragraph (1)(A) shall not be disqualified by reason of the fact that stock of a corporation (referred to in this subparagraph as the “controlling corporation”) which before the merger was in, Certain transactions involving 2 or more investment companies, Distribution requirement for paragraph (1)(C), Special rules for determining whether certain transactions are qualified under paragraph (1)(D), For purposes of determining whether a transaction qualifies under paragraph (1)(D)—, Additional rules relating to title 11 and similar cases, Transfer of assets in a title 11 or similar case, In applying paragraph (1)(G), a transfer of the assets of a corporation shall be treated as made in a, Reorganizations qualifying under paragraph (1)(G) and another provision, If a transaction would (but for this subparagraph) qualify both—, Agency receivership proceedings which involve financial institutions, For purposes of this part, the term “a party to a, Plans adopted on or before august 31, 1982.—, Plan Amendments Not Required Until January 1, 1989, Subchapter C. Corporate Distributions and Adjustments, Part III. Companies Act 1965 (“the 1965 Act”) was replaced by the current Companies Act 2016 (“the 2016 Act”) which came into force on the 31st of January, 2017. For purposes of this clause, all members of a controlled group of corporations (within the meaning of section 1563(a)) shall be treated as one issuer.”, Subsec. L. 99–514, § 904(a), see 1986 Amendment note below. in the case of a transaction under paragraph (1)(A), such transaction would have qualified under paragraph (1)(A) had the merger been into the controlling corporation. 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. (G). 1964—Subsec. The CA 2016 reformed almost all aspects of company law in Malaysia. (iii), first sentence, “50 percent or more” and “80 percent or more” for “more than 50 percent” and “more than 80 percent”; substituted in cl. L. 99–514 effective, except as otherwise provided, as if included in the provisions of the Tax Reform Act of 1984, Pub. “(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. Pub. Pub. The applicant proposed a scheme of arrangement with the purchasers, and obtained a restraining order. All property, movable and immovable (including actionable claims), belonging to or vested in a 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. (a)(3)(D)(iv), (v). Pub. Oct. 22, 1986, and I.R.C. Subsec. L. 105–206 amended cl. L. 98–369, § 63(a), added subpar. Subsec. Pub. Pub. Subsec. Pub. Lagenda Erajuta had imposed a requirement to submit a proof of debt ahead of the voting at the scheme creditors meeting. the acquiring corporation acquires, solely for voting stock described in paragraph (1)(C), property of the other corporation having a fair market value which is at least 80 percent of the fair market value of all of the property of the other corporation. L. 97–34, title II, § 246(a), Aug. 13, 1981, 95 Stat. 1999—Subsec. A holistic assessment to balance the interests of a distressed company and that of the rights of the creditors. If there are already pending legal proceedings, the application must first be served on those creditors. 3657, provided that: Repeal of amendment by section 806(f)(1) of Pub. (a)(2)(F). Company Law Case Update: Must Meet Pre-Conditions for Restraining Order in a Scheme of Arrangement, Grounds of Judgment dated 20 February 2020, Case Update: Federal Court Decides that Restraining Order Can be Applied Without Notice, Largest Law Firms in Malaysia 2020: Domestic and Foreign Firms, 5 Things Companies Need to Know About the Amendments to Occupational Safety Laws, Judicial Management Statistics in Malaysia, Case Update: The Interim Judicial Manager to Protect Assets in Jeopardy, Case Update: Simultaneous Resignation and Appointment of Director, Case Update: Federal Court Decides on Extent of Directors’ Duties – Key Lessons for Directors, How to Qualify as a Liquidator in Malaysia, Case Update: Resignation of Directors Does Not Require Acceptance or Consent by the Company, Case Update: When an employee transfer can amount to a constructive dismissal. There was no Court Order or written rule imposing such a condition before the purchasers were recognised creditors for voting. (H). On 31 August 2016, the Companies Act 2016 (“CA 2016”) had been gazetted to replace the Companies Act 1965 (“Old CA”) to provide greater flexibility, certainty and ease for those operating or doing business using Malaysian companies. (Also §§ 351; 1.351-1, 301.7701-3.) L. 100–647, title IV, § 4012(a)(1), Nov. 10, 1988, 102 Stat. L. 98–369, § 64(a), designated existing provisions as par. Pub. L. 98–369 applicable to transactions pursuant to plans adopted after July 18, 1984, see section 63(c) of Pub. 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. COMPANIES ACT 2016. (a)(2)(C). Pub. A transaction shall fail to meet the requirements of paragraph (1)(C) unless the acquired corporation distributes the stock, securities, and other properties it receives, as well as its other properties, in pursuance of the plan of reorganization. L. 98–369 applicable to transactions after Dec. 31, 1983, in taxable years ending after that date, see section 174(c)(2)(A) of Pub. L. 100–647, § 4012(b)(1)(A), amended subpar. (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. Pub. L. 98–369, set out as a note under section 267 of this title. L. 99–514, § 1804(h)(1), in amending subsec. L. 101–73, § 1401(b)(1), repealed amendment made by Pub. L. 96–589, § 4(d), among other changes, inserted reference to par. L. 97–34 substituted “Agency proceedings” for “Agency receivership proceedings” in heading, incorporated existing provisions in text designated cl. This was confirmed in the recent decision in Lagenda Erajuta Sdn Bhd (Grounds of Judgment dated 20 February 2020). L. 99–514 require an amendment to any plan, such plan amendment shall not be required to be made before the first plan year beginning on or after Jan. 1, 1989, see section 1140 of Pub. (a)(3). This may be due to adverse economic environments that lead the company to a restructure, but not insofar as to require a merger or deconsolidation.There are two types of recapitalization: a downstream recap and an upstream. ISSUE . L. 99–514, § 2, Oct. 22, 1986, 100 Stat. 1988—Subsec. 1922]. Subsec. L. 94–455, title XX, § 2131(a), Oct. 4, 1976, 90 Stat. a case under title 11 of the United States Code, or. 1989—Subsec. a receivership, foreclosure, or similar proceeding in a Federal or State court. 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. (a)(2)(G)(i). (i)(II) definition for term “title 11 or similar case”, and added cls. J, title IV, § 4003(f)(2), Pub. under subparagraph (G) of paragraph (1), and, under any other subparagraph of paragraph (1) or under, then, for purposes of this subchapter (other than, no former shareholder of the surviving corporation received any consideration for his stock, and. (G). Prior to amendment, cl. L. 97–448, title III, § 311(b)(2), Jan. 12, 1983, 96 Stat. Repeal of amendment by section 904(a) of Pub. (a)(1)(G). They applied to set aside the original Order for the restraining order and for leave to call the scheme creditors meeting. L. 99–514, § 1879(l)(1), amended cl. The distressed applicant company was the developer of a mixed development project. 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. 80a–2(a)(36))” for “(15 U.S.C. If a transaction is described in both paragraph (1)(C) and paragraph (1)(D), then, for purposes of this subchapter (other than for purposes of subparagraph (C)), such transaction shall be treated as described only in paragraph (1)(D). Pub. The Court then also made no order in terms of the sanction of the scheme. File No. (a) if he has not within the period referred to in section 147(1) obtained his qualification; (b)by virtue of his disqualification or removal or the revocation of his appointment as a director, as the case may be, under section 148, 149, 149A, 154, 155, 155A or 155C of this Act, section 50 or 54 of the Banking Act (Cap. (1)(B), and substituted “assets or stock” for “assets” wherever appearing. The scheme creditors’ meeting was held and with 92% in value of the scheme creditors approving the proposed scheme. L. 106–36, set out as a note under section 351 of this title. Do NOT follow this link or you will be banned from the site! Procedures after obtaining of the restraining order are laid down in Section 368(5) of the CA 2016, whereby the Company shall within 7 days from the order lodge an office copy with the Registrar and publish a notice of the order in 2 local newspapers, namely, one in national language and another in English language. 1981—Subsec. L. 105–34 amended heading and text of subpar. 584, provided that: Amendment by section 174(b)(5)(D) of Pub. (a)(1)(F). This provision allows the incorporation of a company with only one member. L. 95–600, title VII, § 701(j)(2), Nov. 6, 1978, 92 Stat. L. 96–589, § 4(c), inserted provision that a similar rule would apply to a transaction otherwise qualifying under par. (a)(1)(C). An Act to provide for the registration, administration and dissolution of companies and corporations and to provide for related matters. Subsec. L. 97–448, § 304(b), struck out “or stock” after “acquisition of the assets”. (D). Subsec. Rul. Amendment by section 1804(g)(2) of Pub. 1954] as added by section 2131(a) of the Tax Reform Act of 1976 [Pub. PRELIMINARY. Pub. There was no such term or condition mentioned in the Order granting leave to convene the scheme creditors meeting. In this classic transaction, the acquiring corporation absorbs all of the target corporation’s stock, assets and liabilities, in exchange for acquirer stock and other consideration.

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