425Provisions for facilitating reconstructions and mergers

425 Provisions for facilitating reconstructions and mergers (1) This section applies if an application is made to the Supreme Court under this Division for the approval of a compromise or arrangement and it is shown to the court that: (a) the compromise or arrangement has been proposed for a scheme for the reconstruction of a co-operative or the merger of a co-operative with another co-operative or another corporation; and (b) under the scheme all or part of the business or of the property of a co-operative concerned in the scheme (the transferor) is to be transferred to another corporation (the transferee), except a company within the meaning of the Corporations Act. (2) If this section applies, the Supreme Court may, either by the order approving the compromise or arrangement or by a later order, provide for any one or more of the following: (a) the transfer to the transferee of all or part of the business and the property or liabilities of the transferor; (b) the allotting or appropriation by the transferee of shares, debentures, policies or other interests in the transferee that, under the compromise or arrangement, are to be allotted or appropriated by the transferee to or for a person; (c) the continuation by or against the transferee of legal proceedings pending by or against the transferor; (d) the deregistration, without winding up, of the transferor; (e) provision to be made for persons who, within the time and in the way the court directs, dissent from the compromise or arrangement; (f) the transfer or allotment of an interest in property to a person concerned in the compromise or arrangement;

Co-operatives (National Uniform Legislation) Act 2015 261 (g) the incidental, consequential and supplemental matters necessary to ensure the reconstruction or merger is fully and effectively carried out. (3) If an order made under this section provides for the transfer of property or liabilities, then, by virtue of the order: (a) the property is transferred to and vests in the transferee free, for a particular property if the order so directs, from a security interest that is under the compromise or arrangement to cease to have effect; and (b) the liabilities are transferred to and become the liabilities of the transferee. (4) If an order is made under this section, each body to which the order relates must, within 14 days after the making of the order, file with the Registrar an office copy of the order. co-operative includes a participating co-operative registered, formed or incorporated under a law of another jurisdiction. liabilities includes duties of any description, including duties that are of a personal character or are incapable under the general law of being assigned or performed vicariously. property includes rights and powers of any description, including rights and powers that are of a personal character and are incapable under the general law of being assigned or performed vicariously.