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Companies Act 1993

Approval of arrangements, amalgamations, and compromises by court

236: Approval of arrangements, amalgamations, and compromises

You could also call this:

“Court approval for company changes and agreements”

If a company, shareholder, or creditor asks, the court can order an arrangement, amalgamation, or compromise to be binding on the company and other people the court chooses. The court can set any terms and conditions it thinks are right.

Before making this order, the court can do several things. It can order that notice be given to certain people about the application. The court can also order meetings to be held for shareholders or creditors to consider and approve the proposal. It can ask for a report to be prepared about the proposal and decide who pays for it. The court can also say who can speak at the application to approve the proposal.

If the arrangement, amalgamation, or compromise involves transferring or combining insurance companies, the Reserve Bank of New Zealand must approve it first.

The court’s order starts working from the date it says.

Within 10 working days after the court makes an order, the company’s board must give a copy to the Registrar.

If the board doesn’t do this, each director can be found guilty of an offence and punished as set out in section 374(2) of this Act.

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM321187.

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Part 15 Approval of arrangements, amalgamations, and compromises by court

236Approval of arrangements, amalgamations, and compromises

  1. Notwithstanding the provisions of this Act or the constitution of a company, the court may, on the application of a company or any shareholder or creditor of a company, order that an arrangement or amalgamation or compromise shall be binding on the company and on such other persons or classes of persons as the court may specify and any such order may be made on such terms and conditions as the court thinks fit.

  2. Before making an order under subsection (1), the court may, on the application of the company or any shareholder or creditor or other person who appears to the court to be interested, or of its own motion, make any 1 or more of the following orders:

  3. an order that notice of the application, together with such information relating to it as the court thinks fit, be given in such form and in such manner and to such persons or classes of persons as the court may specify:
    1. an order directing the holding of a meeting or meetings of shareholders or any class of shareholders or creditors or any class of creditors of a company to consider and, if thought fit, to approve, in such manner as the court may specify, the proposed arrangement or amalgamation or compromise and, for that purpose, may determine the shareholders or creditors that constitute a class of shareholders or creditors of a company:
      1. an order requiring that a report on the proposed arrangement or amalgamation or compromise be prepared for the court by a person specified by the court and, if the court thinks fit, be supplied to the shareholders or any class of shareholders or creditors or any class of creditors of a company or to any other person who appears to the court to be interested:
        1. an order as to the payment of the costs incurred in the preparation of any such report:
          1. an order specifying the persons who shall be entitled to appear and be heard on the application to approve the arrangement or amalgamation or compromise.

            1. If the arrangement or amalgamation or compromise involves a transfer or amalgamation that requires the written approval of the Reserve Bank of New Zealand under section 44 of the Insurance (Prudential Supervision) Act 2010, the court may not make an order under this section unless that approval has been given.

            2. An order made under this section has effect on and from the date specified in the order.

            3. Within 10 working days of an order being made by the court, the board of the company must ensure that a copy of the order is delivered to the Registrar for registration.

            4. If the board of a company fails to comply with subsection (4), every director of the company commits an offence and is liable on conviction to the penalty set out in section 374(2).

            Notes
            • Section 236(2A): inserted, on , by section 241(2) of the Insurance (Prudential Supervision) Act 2010 (2010 No 111).