Commonwealth Numbered Acts

CORPORATIONS ACT 1989 No. 109 of 1989 - SECT 413

413. (1) Where an application is made to the Court under this Part for the
approval of a compromise or arrangement and it is shown to the Court that the
compromise or arrangement has been proposed for the purposes of, or in
connection with, a scheme for the reconstruction of a Part 5.1 body or Part
5.1 bodies or the amalgamation of 2 or more Part 5.1 bodies and that, under
the scheme, the whole or any part of the undertaking or of the property of a
body concerned in the scheme (in this section called the "transferor body") is
to be transferred to a company (in this section called the "transferee
company"), the Court may, either by the order approving the compromise or
arrangement or by a later order, provide for all or any of the following
matters:

   (a)  the transfer to the transferee company of the whole or a part of the
        undertaking and of the property or liabilities of the transferor body;

   (b)  the allotting or appropriation by the transferee company of shares,
        debentures, policies or other interests in that company that, under
        the compromise or arrangement, are to be allotted or appropriated by
        that company to or for any person;

   (c)  the continuation by or against the transferee company of any legal
        proceedings pending by or against the transferor body;

   (d)  if the transferor body is a company-the dissolution, without winding
        up, of the transferor body;

   (e)  the provision to be made for any persons who, within such time and in
        such manner as the Court directs, dissent from the compromise or
        arrangement;

   (f)  the transfer or allotment of any interest in property to any person
        concerned in the compromise or arrangement;

   (g)  such incidental, consequential and supplemental matters as are
        necessary to ensure that the reconstruction or amalgamation is fully
        and effectively carried out.

(2) Where an order made under this section provides for the transfer of
property or liabilities, then, by virtue of the order, that property shall be
transferred to and vest in, and those liabilities shall be transferred to and
become the liabilities of, the transferee company, free, in the case of any
particular property if the order so directs, from any charge that is, by
virtue of the compromise or arrangement, to cease to have effect.

(3) Where an order is made under this section, each body to which the order
relates shall, within 14 days after the making of the order, lodge with the
Commission an office copy of the order.

(4) In this section:

"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.