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Companies Act 1993

Approval of arrangements, amalgamations, and compromises by court

237: Court may make additional orders

You could also call this:

“Court can make extra orders to help approved company changes happen”

When the court approves an arrangement, amalgamation, or compromise under section 236, it can make additional orders to help make these changes happen. These extra orders can cover many things:

You might need to move or give away property, assets, rights, powers, interests, debts, contracts, and agreements.

The court can order new shares, financial products, or insurance policies to be created.

If there are any ongoing legal cases, the court can decide how they should continue.

The court can order a company to be closed down.

If some people voted against the changes or spoke against them in court, the court can make special rules for them.

The court can also make orders about anything else needed to make the changes work properly.

After the court makes these orders, the company’s leaders (the board) must send a copy to the Registrar within 10 working days.

If the board doesn’t send the copy in time, each leader of the company might get in trouble. They could be punished as described in section 374(2).

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View the original legislation for this page at https://legislation.govt.nz/act/public/1986/0120/latest/link.aspx?id=DLM321188.

Topics:
Business > Industry rules
Business > Fair trading
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236B: Takeovers code does not apply where court order under section 236, or

“Court orders on voting rights override takeover rules”

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238: Parts 13 and 14 not affected, or

“Court approval for company mergers and agreements remains available alongside other methods”

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

237Court may make additional orders

  1. Without limiting section 236, the court may, for the purpose of giving effect to any arrangement or amalgamation or compromise approved under that section, either by the order approving the arrangement or amalgamation or compromise, or by any subsequent order, provide for, and prescribe terms and conditions relating to,—

  2. the transfer or vesting of real or personal property, assets, rights, powers, interests, liabilities, contracts, and engagements:
    1. the issue of shares, financial products, or policies of any kind:
      1. the continuation of legal proceedings:
        1. the liquidation of any company:
          1. the provisions to be made for persons who voted against the arrangement or amalgamation or compromise at any meeting called in accordance with any order made under subsection (2)(b) of that section or who appeared before the court in opposition to the application to approve the arrangement or amalgamation or compromise:
            1. such other matters that are necessary or desirable to give effect to the arrangement or amalgamation or compromise.

              1. 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.

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

              Notes
              • Section 237(1)(b): amended, on , by section 150 of the Financial Markets (Repeals and Amendments) Act 2013 (2013 No 70).