{"id":"nsw:act-1982-032","name":"The Commercial Banking Company of Sydney Limited (Merger) Act 1982","slug":"the-commercial-banking-company-of-sydney-limited-merger-act-1982","collection":"act","jurisdiction":"nsw","status":"in_force","isInForce":true,"actNumber":"32 of 1982","makingDate":null,"administeringDepartment":null,"currentVersion":{"id":107999,"registerId":"nsw-act-1982-032-current","compilationNumber":null,"startDate":"2026-04-03","status":"InForce","reasons":null,"registeredAt":null},"sections":[{"sectionNumber":"1","sectionType":"section","heading":"Name of Act","content":"#### 1 Name of Act\n\n1 Name of Act\n\n> This Act may be cited as [The Commercial Banking Company of Sydney Limited (Merger) Act 1982](/view/html/inforce/current/act-1982-032).","sortOrder":0},{"sectionNumber":"2","sectionType":"section","heading":"Commencement","content":"#### 2 Commencement\n\n2 Commencement\n\n> > (1) This section and section 1 shall commence on the date of assent to this Act.\n> \n> > (2) Except as provided in subsection (1), this Act shall commence on such day as may be appointed by the Governor in respect thereof and as may be notified by proclamation published in the Gazette.","sortOrder":1},{"sectionNumber":"3","sectionType":"section","heading":"Definitions","content":"#### 3 Definitions\n\n3 Definitions\n\n> In this Act, except in so far as the context or subject-matter otherwise indicates or requires:\n> \n> appointed day means the day appointed and notified under section 2 (2).\n> \n> CBC means The Commercial Banking Company of Sydney Limited.\n> \n> CBC Savings Bank means C.B.C. Savings Bank Limited.\n> \n> continuing bank means The National Bank of Australasia Limited.\n> \n> continuing savings bank means The National Bank Savings Bank Limited.\n> \n> excluded assets means:\n> \n> > (a) documents required by law to be kept by CBC or CBC Savings Bank,\n> \n> > (b) prescribed securities held, immediately before the appointed day, by or on behalf of CBC or CBC Savings Bank otherwise than by way of security, and\n> \n> > (c) land held, immediately before the appointed day, by or on behalf of: CBC or CBC Savings Bank otherwise than by way of security.\n> \n> instrument means an instrument (other than this Act) which creates, evidences, modifies or extinguishes rights or liabilities or would do so if it or a copy thereof were lodged, filed or registered under any Act or other law and includes any judgment, order and process of a court.\n> \n> land includes any estate or interest in land, and any interest in respect of land.\n> \n> legal proceedings includes an arbitration.\n> \n> liabilities means all liabilities, duties and obligations, whether actual, contingent or prospective.\n> \n> prescribed securities means securities within the meaning of the Securities Industry (New South Wales) Code.\n> \n> property means property of every kind whether tangible or intangible, real or personal, corporeal or incorporeal, and without limiting the generality of the foregoing includes choses in action, goodwill, rights, interests and claims of every kind in or to property, whether arising from, accruing under, created or evidenced by or the subject of an instrument or otherwise and whether liquidated or unliquidated, actual, contingent or prospective.\n> \n> rights means all rights, powers, privileges and immunities, whether actual, contingent or prospective.\n> \n> security means a mortgage or charge (whether legal or equitable), debenture, bill of exchange, promissory note, guarantee, indemnity, lien, pledge or other security for the payment of money or for the discharge of any other liability, and includes an agreement or undertaking to give or execute any of the foregoing whether upon demand or otherwise.\n> \n> transferred employee means an employee of CBC who becomes an employee of the continuing bank in pursuance of this Act.\n> \n> undertaking, in relation to CBC or CBC Savings Bank, means:\n> \n> > (a) all property of the relevant bank (apart from excluded assets), and\n> \n> > (b) all rights and liabilities of the relevant bank (apart from rights and liabilities relating to excluded assets).","sortOrder":2},{"sectionNumber":"4","sectionType":"section","heading":"Crown to be bound","content":"#### 4 Crown to be bound\n\n4 Crown to be bound\n\n> This Act binds the Crown.","sortOrder":3},{"sectionNumber":"5","sectionType":"section","heading":"Vesting of undertakings of merging bank and savings bank","content":"#### 5 Vesting of undertakings of merging bank and savings bank\n\n5 Vesting of undertakings of merging bank and savings bank\n\n> > (1) On the appointed day:\n> > \n> > > (a) the undertaking of CBC is vested in the continuing bank, and\n> > \n> > > (b) the undertaking of CBC Savings Bank is vested in the continuing savings bank.\n> \n> > (2) On and after the appointed day:\n> > \n> > > (a) a reference to CBC in any instrument made, passed or executed before that day shall (except to the extent, if any, that the instrument relates to an excluded asset and unless the context otherwise requires) be read and construed as a reference to the continuing bank,\n> > \n> > > (b) a reference to CBC Savings Bank in any instrument made, passed or executed before that day shall (except to the extent, if any, that the instrument relates to an excluded asset and unless the context otherwise requires) be read and construed as a reference to the continuing savings bank, and\n> > \n> > > (c) a reference to the holder for the time being of a particular office (other than the office of a director, secretary or auditor) within CBC or CBC Savings Bank in any instrument made or executed before that day shall be read and construed as a reference to a person for the time being holding office as Managing Director of the continuing bank or such other officer of the continuing bank or the continuing savings bank as is designated from time to time by a Managing Director of the continuing bank or by any other officer acting under delegation from him.\n> \n> > (3) On and after the appointed day:\n> > \n> > > (a) any place of business of CBC wherever located shall be deemed to be a place of business of the continuing bank, and\n> > \n> > > (b) any place of business of CBC Savings Bank wherever located shall be deemed to be a place of business of the continuing savings bank.\n> \n> > (4) Where for any reason:\n> > \n> > > (a) a liability to CBC immediately before the appointed day remains a liability to CBC on or after that day, or\n> > \n> > > (b) a liability to CBC Savings Bank immediately before the appointed day remains a liability to CBC Savings Bank on or after that day,\n> > \n> > CBC or CBC Savings Bank, as the case may be, shall have and may enforce the same rights in respect of that liability (including rights under any security relating thereto) as if this Act had not been passed.","sortOrder":4},{"sectionNumber":"6","sectionType":"section","heading":"Transitional provision—CBC","content":"#### 6 Transitional provision—CBC\n\n6 Transitional provision—CBC\n\n> Without prejudice to the generality of other provisions of this Act, the following provisions shall have effect on and after the appointed day:\n> \n> > (a) an instruction, order, direction, mandate or authority given to CBC and subsisting immediately before the appointed day (not being one relating to an excluded asset) shall be deemed to have been given to the continuing bank,\n> \n> > (b) an instrument given or addressed to CBC on or after the appointed day (not being one relating to an excluded asset) shall be deemed to have been given or addressed to the continuing bank,\n> \n> > (c) a security held by CBC as security for a debt or other liability to CBC incurred before the appointed day shall be available to the continuing bank as security for the discharge of that debt or liability and, where the security extends to future or prospective debts or liabilities, shall be available as security for the discharge of debts owed to or liabilities to the continuing bank which are incurred on or after the appointed day; and in relation to a security the continuing bank shall be entitled to all the rights and priorities (howsoever arising) and shall be subject to all liabilities to which CBC would have been entitled or subject if this Act had not been passed,\n> \n> > (d) all the rights and liabilities of CBC as bailee of documents or chattels shall be transferred to and assumed by the continuing bank,\n> \n> > (e) a negotiable instrument or order for payment of money which before, on or after the appointed day is drawn on or given to or accepted or endorsed by CBC or payable at a place of business of CBC shall have the same effect on and after the appointed day as if it had been drawn on or given to or accepted or endorsed by the continuing bank instead of CBC or was payable at the place of business of the continuing bank which the firstmentioned place of business is by this Act deemed to be,\n> \n> > (f) the relationship between CBC and a customer or depositor shall become the same relationship between the continuing bank and the customer or depositor and the same rights and liabilities including rights of set-off shall exist between the continuing bank and the customer or depositor as existed immediately before the appointed day between CBC and the customer or depositor,\n> \n> > (g) all contracts, agreements, conveyances, deeds, leases, licences, instruments, undertakings and notices (whether or not in writing) entered into by, made with, given to or by or addressed to CBC (whether alone or with any other person) before the appointed day and in effect immediately before the appointed day (except to the extent that they relate to an excluded asset) shall, to the extent that they were previously binding on and enforceable by, against or in favour of CBC, be binding on and enforceable by, against or in favour of the continuing bank as fully and effectually in every respect as if, instead of CBC, the continuing bank had been the person by whom they were entered into, with whom they were made, to or by whom they were given or to whom they were addressed, as the case may be,\n> \n> > (h) no legal proceedings commenced before the appointed day by, against or in favour of CBC shall abate or be otherwise prejudiced by reason of this Act,\n> \n> > (i) nothing effected by this Act:\n> > \n> > > (i) shall be regarded as placing CBC or the continuing bank in breach of contract or confidence or as otherwise making either of them guilty of a civil wrong,\n> > \n> > > (ii) shall be regarded as placing either of them in breach of any Act or other law or contractual provision prohibiting, restricting or regulating the assignment or transfer of any property or the disclosure of any information, or\n> > \n> > > (iii) shall release any surety wholly or in part from all or any of his obligations, and\n> \n> > (j) nothing done or suffered by CBC or the continuing bank pursuant to this Act (not being something effected by this Act):\n> > \n> > > (i) shall be regarded as a breach of contract or confidence or otherwise as a civil wrong,\n> > \n> > > (ii) shall be regarded as a breach of any Act or other law or contractual provision prohibiting, restricting or regulating the assignment or transfer of any property or the disclosure of any information, or\n> > \n> > > (iii) shall release any surety wholly or in part from all or any of his obligations,\n> > \n> > if it would not have had that effect had it been done or suffered by CBC in the absence of this Act.","sortOrder":5},{"sectionNumber":"7","sectionType":"section","heading":"Transitional provision—CBC Savings Bank","content":"#### 7 Transitional provision—CBC Savings Bank\n\n7 Transitional provision—CBC Savings Bank\n\n> Without prejudice to the generality of other provisions of this Act, the following provisions shall have effect on and after the appointed day:\n> \n> > (a) an instruction, order, direction, mandate or authority given to CBC Savings Bank and subsisting immediately before the appointed day (not being one relating to an excluded asset) shall be deemed to have been given to the continuing savings bank,\n> \n> > (b) an instrument given or addressed to CBC Savings Bank on or after the appointed day (not being one relating to an excluded asset) shall be deemed to have been given or addressed to the continuing savings bank,\n> \n> > (c) a security held by CBC Savings Bank as security for a debt or other liability to CBC Savings Bank incurred before the appointed day shall be available to the continuing savings bank as security for the discharge of that debt or liability and, where the security extends to future or prospective debts or liabilities, shall be available as security for the discharge of debts owed to or liabilities to the continuing savings bank which are incurred on or after the appointed day; and in relation to a security the continuing savings bank shall be entitled to all the rights and priorities (howsoever arising) and shall be subject to all liabilities to which CBC Savings Bank would have been entitled or subject if this Act had not been passed,\n> \n> > (d) all the rights and liabilities of CBC Savings Bank as bailee of documents or chattels shall be transferred to and assumed by the continuing savings bank,\n> \n> > (e) a negotiable instrument or order for payment of money which before, on or after the appointed day is drawn on or given to or accepted or endorsed by CBC Savings Bank or payable at a place of business of CBC Savings Bank shall have the same effect on and after the appointed day as if it had been drawn on or given to or accepted or endorsed by the continuing savings bank instead of CBC Savings Bank or was payable at the place of business of the continuing savings bank which the firstmentioned place of business is by this Act deemed to be,\n> \n> > (f) the relationship between CBC Savings Bank and a customer or depositor shall become the same relationship between the continuing savings bank and the customer or depositor and the same rights and liabilities including rights of set-off shall exist between the continuing savings bank and the customer or depositor as existed immediately before the appointed day between CBC Savings Bank and the customer or depositor,\n> \n> > (g) all contracts, agreements, conveyances, deeds, leases, licences, instruments, undertakings and notices (whether or not in writing) entered into by, made with, given to or by or addressed to CBC Savings Bank (whether alone or with any other person) before the appointed day and in effect immediately before the appointed day (except to the extent that they relate to an excluded asset) shall, to the extent that they were previously binding on and enforceable by, against or in favour of CBC Savings Bank, be binding on and enforceable by, against or in favour of the continuing savings bank as fully and effectually in every respect as if, instead of CBC Savings Bank, the continuing savings bank had been the person by whom they were entered into, with whom they were made, to or by whom they were given or to whom they were addressed, as the case may be,\n> \n> > (h) no legal proceedings commenced before the appointed day by, against or in favour of CBC Savings Bank shall abate or be otherwise prejudiced by reason of this Act,\n> \n> > (i) nothing effected by this Act:\n> > \n> > > (i) shall be regarded as placing CBC Savings Bank or the continuing savings bank in breach of contract or confidence or as otherwise making either of them guilty of a civil wrong,\n> > \n> > > (ii) shall be regarded as placing either of them in breach of any Act or other law or contractual provision prohibiting, restricting or regulating the assignment or transfer of any property or the disclosure of any information, or\n> > \n> > > (iii) shall release any surety wholly or in part from all or any of his obligations, and\n> \n> > (j) nothing done or suffered by CBC Savings Bank or the continuing savings bank pursuant to this Act (not being something effected by this Act):\n> > \n> > > (i) shall be regarded as a breach of contract or confidence or otherwise as a civil wrong,\n> > \n> > > (ii) shall be regarded as a breach of any Act or other law or contractual provision prohibiting, restricting or regulating the assignment or transfer of any property or the disclosure of any information, or\n> > \n> > > (iii) shall release any surety wholly or in part from all or any of his obligations,\n> > \n> > if it would not have had that effect had it been done or suffered by CBC Savings Bank in the absence of this Act.","sortOrder":6},{"sectionNumber":"8","sectionType":"section","heading":"Assignment and subletting of leases","content":"#### 8 Assignment and subletting of leases\n\n8 Assignment and subletting of leases\n\n> > (1) Where, under the provisions of a lease, licence or other contract or agreement, CBC or CBC Savings Bank has rights in respect of the occupation or use of land, being an excluded asset, those rights may, notwithstanding that there has been no assignment, transfer, underletting or other disposition by CBC or CBC Savings Bank, be exercised by the continuing bank or the continuing savings bank, as the case may be.\n> \n> > (2) For the purposes of a lease, licence or other contract or agreement relating to the occupation or use of land, CBC or CBC Savings Bank does not part with possession of land by permitting the continuing bank or the continuing savings bank, as the case may be, to exercise rights under subsection (1) in respect of the land.","sortOrder":7},{"sectionNumber":"9","sectionType":"section","heading":"Continuity of legal proceedings","content":"#### 9 Continuity of legal proceedings\n\n9 Continuity of legal proceedings\n\n> > (1) Legal proceedings to which CBC or CBC Savings Bank was a party immediately before the appointed day may be continued by or against the continuing bank or the continuing savings bank, as the case may be.\n> \n> > (2) A judgment, order or award obtained by or against CBC or CBC Savings Bank in legal proceedings commenced before the appointed day may be enforced by or against the continuing bank or the continuing savings bank, as the case may be.","sortOrder":8},{"sectionNumber":"10","sectionType":"section","heading":"Evidence","content":"#### 10 Evidence\n\n10 Evidence\n\n> > (1) Documentary or other evidence which would have been admissible for or against the interests of CBC or CBC Savings Bank if this Act had not been passed shall be admissible for or against the interests of the continuing bank or the continuing savings bank, as the case may be.\n> \n> > (2) Notwithstanding the transfer of the undertakings of CBC and CBC Savings Bank to the continuing bank and the continuing savings bank, the provisions of Part 4 of the [Evidence Act 1898](/view/pdf/asmade/act-1898-11) shall continue to apply with respect to the bankers’ books of CBC and CBC Savings Bank and to entries made in those bankers’ books before the appointed day.\n> \n> > (3) In subsection (2), bankers’ books has the same meaning as in Part 4 of the [Evidence Act 1898](/view/pdf/asmade/act-1898-11).","sortOrder":9},{"sectionNumber":"11","sectionType":"section","heading":"Employees","content":"#### 11 Employees\n\n11 Employees\n\n> Notwithstanding any other provision of this Act:\n> \n> > (a) on the appointed day each employee of CBC shall cease to be an employee of CBC and shall become an employee of the continuing bank, but for the purposes of every Act and other law, award, determination, contract and agreement relating to the employment of each such employee his contract of employment shall be deemed to be unbroken and the period of his service with CBC shall be deemed to have been a period of service with the continuing bank,\n> \n> > (b) the terms and conditions of the employment of each transferred employee with the continuing bank shall:\n> > \n> > > (i) on the appointed day (and thereafter until varied) be identical with the terms and conditions of his employment with CBC immediately before the appointed day and be capable of variation in the same manner as they were immediately before that day, and\n> > \n> > > (ii) subject to any Act or other law, award or determination relating to those terms and conditions, also be capable of variation in the same manner as the general terms and conditions of employment of other persons employed by the continuing bank are capable of variation,\n> \n> > (c) a transferred employee shall not be entitled to receive any payment or other benefit by reason only of his ceasing by virtue of this Act to be an employee of CBC,\n> \n> > (d) nothing in this Act, other than paragraph (c), affects rights or liabilities under any provident, benefit, superannuation or retirement fund or scheme relating to employees of CBC, and\n> \n> > (e) a director, secretary or auditor of CBC or CBC Savings Bank does not, by virtue of this Act, become a director, secretary or auditor of the continuing bank or the continuing savings bank.","sortOrder":10},{"sectionNumber":"12","sectionType":"section","heading":"Appointment of new trustee","content":"#### 12 Appointment of new trustee\n\n12 Appointment of new trustee\n\n> > (1) On the appointed day all property held, immediately before that day, by Commercial Nominees Pty. Limited as trustee shall be vested in National Nominees Limited to be held as trustee upon the same trusts subsisting immediately before that day.\n> \n> > (2) On and after the appointed day:\n> > \n> > > (a) Commercial Nominees Pty. Limited shall be wholly discharged as trustee of all the property vested by virtue of this section in National Nominees Limited,\n> > \n> > > (b) National Nominees Limited shall have the same powers, authorities and discretions in relation to each such trust as Commercial Nominees Pty. Limited had immediately before that property was so vested, and\n> > \n> > > (c) a reference to Commercial Nominees Pty. Limited in any instrument made or executed before the appointed day and relating to property so vested shall, unless the context otherwise requires, be read and construed as a reference to National Nominees Limited.\n> \n> > (3) Any discharge or appointment of a trustee and any vesting of property by virtue of this section shall have effect notwithstanding anything to the contrary in any instrument or in any other Act or law.\n> \n> > (4) In this section, a reference to Commercial Nominees Pty. Limited holding as trustee includes a reference to Commercial Nominees Pty. Limited acting as a trustee as defined in the [Trustee Act 1925](/view/html/inforce/current/act-1925-014), and as a custodian trustee, a nominee and a person charged with the management or administration of property.","sortOrder":11},{"sectionNumber":"13","sectionType":"section","heading":"Transfer of certain shares etc","content":"#### 13 Transfer of certain shares etc\n\n13 Transfer of certain shares etc\n\n> > (1) Where prescribed securities are by virtue of this Act vested in the continuing bank, the continuing savings bank or National Nominees Limited, a certificate signed by a Managing Director of the continuing bank or by an officer acting under delegation from him stating that the prescribed securities have so vested shall, notwithstanding any other Act or law or the provisions of any instrument, be deemed to be a sufficient duly stamped instrument of transfer of those prescribed securities.\n> \n> > (2) Subsection (1) applies only to and in respect of prescribed securities:\n> > \n> > > (a) which, when vested in the continuing bank or the continuing savings bank, will be held by way of security, or\n> > \n> > > (b) which are vested in National Nominees Limited by the operation of section 12.","sortOrder":12},{"sectionNumber":"14","sectionType":"section","heading":"Company charges","content":"#### 14 Company charges\n\n14 Company charges\n\n> If the provisions of section 206 (1) of the [Companies Act 1981](http://www.legislation.gov.au/) of the Commonwealth apply as laws of New South Wales on the appointed day, those provisions shall be deemed to have been complied with in respect of all charges of which the continuing bank or the continuing savings bank becomes the holder by virtue of this Act if there is lodged in the manner specified in paragraph (a) of that subsection a certificate signed by a Managing Director of the continuing bank or by an officer acting under delegation from him stating that by virtue of this Act the undertaking of CBC has become vested in the continuing bank and the undertaking of CBC Savings Bank has become vested in the continuing savings bank.","sortOrder":13},{"sectionNumber":"15","sectionType":"section","heading":"Crown lands","content":"#### 15 Crown lands\n\n15 Crown lands\n\n> > (1) Where any part of the undertaking of CBC or CBC Savings Bank or any property held by Commercial Nominees Pty. Limited as trustee subject to the provisions of the Closer Settlement Acts, the [Western Lands Act 1901](/view/html/repealed/current/act-1901-070), the [Crown Lands Consolidation Act 1913](/view/pdf/asmade/act-1913-7), or any other Act relating to Crown lands or the Mining Act 1973, or the [Coal Mining Act 1973](/view/pdf/asmade/act-1973-81) is by virtue of this Act vested in the continuing bank or the continuing savings bank or National Nominees Limited, the proper officer is hereby authorised to make all such entries as may be necessary to give effect to or recognise the vesting of that part of that undertaking or that property.\n> \n> > (2) Subsection (1) applies only to and in respect of a part of the undertaking of CBC or CBC Savings Bank and property referred to in that subsection which, when vested in the continuing bank, the continuing savings bank or National Nominees Limited, will be held by way of security.","sortOrder":14},{"sectionNumber":"16","sectionType":"section","heading":"Protection of persons in respect of dealings with certain assets","content":"#### 16 Protection of persons in respect of dealings with certain assets\n\n16 Protection of persons in respect of dealings with certain assets\n\n> > (1) No person dealing:\n> > \n> > > (a) with the continuing bank or CBC (in any capacity whatsoever), or\n> > \n> > > (b) with the continuing savings bank or CBC Savings Bank (in any capacity whatsoever),\n> > \n> > nor the Registrar-General, nor any other person registering or certifying title to land or having the power or duty to examine or receive evidence as to title to land, shall, in respect of any dealing or transaction entered into or purporting to be entered into by the continuing bank, the continuing savings bank, CBC or CBC Savings Bank, be concerned to see or enquire into whether any property the subject of the dealing or transaction (whether or not that property is land) is or is not an excluded asset, or be affected by any notice, express, implied or constructive, that any such property is or is not an excluded asset.\n> \n> > (2) If any dealing or transaction is entered into by the continuing bank or the continuing savings bank with any person, in relation to or in connection with an excluded asset, it shall be deemed in favour of that person and any person claiming through or under him that the continuing bank or the continuing savings bank, as the case may be, has full power and authority to enter into that dealing or transaction as if the excluded asset had vested in the continuing bank or the continuing savings bank, as the case may be, under this Act.\n> \n> > (3) If any dealing or transaction is entered into by CBC or CBC Savings Bank with any person, in relation to or in connection with any property which has vested in the continuing bank or the continuing savings bank, as the case may be, under this Act, it shall be deemed in favour of that person and any person claiming through or under him that CBC or CBC Savings Bank, as the case may be, has full power and authority to enter into that dealing or transaction as if the property were an excluded asset.\n> \n> > (4) Nothing in this section affects the liability of the continuing bank, the continuing savings bank, CBC or CBC Savings Bank to any other of them in respect of anything done, or purporting to have been done, by the continuing bank, the continuing savings bank, CBC or CBC Savings Bank, as the case may be, in relation to or in connection with an excluded asset or any other property.","sortOrder":15},{"sectionNumber":"17","sectionType":"section","heading":"Stamp duty","content":"#### 17 Stamp duty\n\n17 Stamp duty\n\n> The provisions of the [Stamp Duties Act 1920](/view/html/repealed/current/act-1920-047) shall not apply to any written request made pursuant to section 46C of the [Real Property Act 1900](/view/html/inforce/current/act-1900-025):\n> \n> > (a) by the continuing bank in respect of any part of the undertaking of CBC to which that section is applicable and which is vested in the continuing bank by this Act, or\n> \n> > (b) by the continuing savings bank in respect of any part of the undertaking of CBC Savings Bank to which that section is applicable and which is vested in the continuing savings bank by this Act.","sortOrder":16}],"analysis":{"flash_summary_failed":{"failed":true,"reason":"A positive credit balance is required for all requests, including BYOK, so fallback providers remain available. Add credits at https://vercel.com/d?to=%2F%5Bteam%5D%2F%7E%2Fai%3Fmodal%3Dtop-up to continue.","source":"analysis-cron"},"summary":{"complexity_score":2,"scope_assessment":{"changed":false,"description":"Based on available metadata, there is no indication the Act's scope changed from its original intent. It has remained in its original enacted form since 4 May 1982 with no amendments recorded, suggesting it operated exactly as designed — as a one-time legal mechanism to effect a specific bank merger."},"complexity_factors":["Very narrow, single-purpose legislation dealing with one specific historical event","No amendments in over 40 years, suggesting a simple and self-contained operative structure","Typical merger Acts of this era involved asset/liability transfer schedules which can have some technical legal complexity, but are formulaic in nature","Full operative text was not provided, limiting deeper analysis — complexity score reflects the likely straightforward nature of this type of Act based on historical context","Banking and corporate law concepts (transfer of assets, successor liability) may be unfamiliar to laypeople but the Act itself is likely brief and mechanical"],"plain_english_summary":"The Act is a narrow, historical NSW law passed in 1982 to give legal effect to the merger of the Commercial Banking Company of Sydney into another bank, enabling transfer of its assets, liabilities, contracts and employees so the deal could proceed smoothly. It chiefly affected that bank’s customers, shareholders, employees and contractual counterparties at the time. Today it is a one‑off, unamended statute of historical interest and no longer has practical impact for most people."},"kimi_summary":{"content_quality":"ok","complexity_score":4,"scope_assessment":{"changed":false,"description":"The legislation remains tightly focused on its original purpose: facilitating the specific merger between CBC/CBC Savings Bank and National Bank. While it contains detailed provisions covering property transfers, employment, and securities, these are all necessary mechanisms to effectuate a single corporate restructuring. There is no evidence of scope creep; the Act does not create ongoing regulatory frameworks or extend beyond the immediate transactional purpose."},"complexity_factors":["14 defined terms in section 3, several with nested definitions (e.g., 'undertaking' defined by reference to 'excluded assets' and 'property')","Parallel structure requiring identical provisions for both CBC (the main bank) and CBC Savings Bank, effectively duplicating sections 6 and 7","Multiple cross-references to external legislation including the Evidence Act 1898, Companies Act 1981, Stamp Duties Act 1920, Real Property Act 1900, and various Crown lands acts","Conditional exceptions throughout — most provisions apply 'except to the extent' they relate to 'excluded assets'","Complex property law concepts including choses in action, bailment, securities, and equitable interests requiring precise technical definitions","Nested subsections in sections 6 and 7 with clauses running (a) through (j) and sub-clauses (i)-(iii) within those","Interaction between vesting provisions and 'excluded assets' creates a two-track system where some property transfers and some doesn't, requiring careful parsing"],"plain_english_summary":"This law facilitates the takeover of **The Commercial Banking Company of Sydney Limited (CBC)** and its savings bank subsidiary by **The National Bank of Australasia Limited** (the 'continuing bank').\n\n**What it does:**\n- **Transfers everything automatically**: On a date appointed by the Governor (the 'appointed day'), all of CBC's and CBC Savings Bank's assets, debts, contracts, and operations are legally transferred to National Bank and its savings bank subsidiary. This happens 'by operation of law' — no individual document needs to be signed for each transfer.\n- **Protects customers and contracts**: Existing bank accounts, loans, mortgages, and contracts continue uninterrupted. If you had a loan with CBC, you now owe it to National Bank. If CBC owed you money, National Bank now owes it.\n- **Moves employees across**: All CBC staff automatically become National Bank employees with their years of service counted as continuous — they can't claim redundancy just because their employer changed on paper.\n- **Fixes paperwork problems**: Special rules ensure that leases, securities (like shares held as collateral), land titles, and court cases transfer smoothly without needing every document to be re-signed or re-registered.\n- **Protects people dealing with the banks**: If you do business with either bank, you don't need to check whether a particular asset was technically 'excluded' from the transfer — you're protected either way.\n\n**Who it affects:**\n- CBC and CBC Savings Bank customers (their accounts and loans continue unchanged)\n- CBC employees (transferred to National Bank)\n- Anyone with legal claims against or owing money to CBC\n- Property owners with mortgages held by CBC\n\n**Why it matters:**\nWithout this law, merging two major banks would require thousands of individual legal transfers of contracts, property titles, and securities — a logistical nightmare. This 'statutory merger' mechanism allows a complex corporate takeover to happen cleanly, ensuring financial stability and protecting the rights of ordinary customers and staff."},"flash_summary":{"complexity_score":3,"scope_assessment":{"changed":false,"description":"The Act is narrowly tailored to effect the statutory vesting and continuity arrangements for the merger of CBC and CBC Savings Bank into the National Bank entities. It confines itself to transfer of undertakings, preservation of pre-existing rights and liabilities, trustee substitution and related administrative protections and exemptions; it does not expand beyond those merger-related transfers."},"complexity_factors":["Dense defined-term framework (e.g. 'undertaking', 'excluded assets', 'prescribed securities') that governs what transfers and what stays with the outgoing banks.","Multiple transitional provisions preserving pre-existing contracts, securities, negotiable instruments and legal proceedings (ss 5–9, 6–7) which require careful mapping of pre-merger rights and obligations.","Interactions with other statutes (Evidence Act 1898, Companies Act 1981, Real Property Act 1900, Stamp Duties Act 1920 and various Crown-lands and mining Acts) that create procedural steps and exemptions to be followed.","Mechanisms needing executive action or certification: Governor-appointed commencement day (s 2), Managing Director certificates deemed sufficient for transfers of prescribed securities (s 13) and for company charge compliance (s 14).","Trustee substitution and nominee vesting (s 12) requiring trustee powers and trust records to be migrated without breaking trust obligations.","Employee-transfer regime preserving continuous service and terms but allowing post-transfer variation under the continuing bank’s usual mechanisms (s 11), which affects industrial-law status and payroll administration.","Special treatment of 'excluded assets' and protections for third parties dealing with continuing bank or registrars (ss 3, 16) to limit title inquiries—this reduces some due-diligence burdens but raises potential identification work internally.","Administrative compliance: lodging certificates, making registry entries, and applying statutory stamp-duty and real-property exemptions (ss 13, 14, 15, 17)."],"plain_english_summary":"This Act vests the undertakings, property, rights and liabilities of The Commercial Banking Company of Sydney and its savings bank in The National Bank of Australasia and its savings bank on an appointed day, while preserving contracts, securities, legal proceedings and employees’ continuous service. It carves out 'excluded assets', permits transfer certificates by a Managing Director, substitutes trustees and authorises record changes with land registries. Affected parties: customers, creditors, employees, trustees and registrars; the continuing banks assume liabilities and must lodge certifications and registry entries to operationalise the transfers."},"issue_detection":{"absurdities":[],"contradictions":[]}},"importantCases":[],"_links":{"self":"/api/acts/the-commercial-banking-company-of-sydney-limited-merger-act-1982","history":"/api/acts/the-commercial-banking-company-of-sydney-limited-merger-act-1982/history","analysis":"/api/acts/the-commercial-banking-company-of-sydney-limited-merger-act-1982/analysis","conflicts":"/api/acts/the-commercial-banking-company-of-sydney-limited-merger-act-1982/conflicts","importantCases":"/api/acts/the-commercial-banking-company-of-sydney-limited-merger-act-1982/important-cases","documents":"/api/acts/the-commercial-banking-company-of-sydney-limited-merger-act-1982/documents"}}