AI Summary of 480. Confirmation order
This section outlines the court's authority to confirm mergers under section 477, provided specific legal prerequisites are met. The court must ensure compliance with statutory requirements, address minority shareholder concerns, and safeguard creditors' rights prior to issuing an order, effective from a specified date.
Upon confirmation, all assets and liabilities of the transferring entities are automatically transferred to the successor. Additional provisions include the continuation of pending legal proceedings, automatic inclusion of transferor members into the successor, and the assumption of existing contracts by the successor, streamlining the merger process and ensuring legal continuity.
480. Confirmation order
(1) Where an application is made under section 477 to the court for an order confirming a merger this section applies.
(2) The court, on being satisfied that -
(a) the requirements of this Chapter have been complied with,
(b) proper provision has been made for -
(i) any minority shareholder in any of the merging companies who has made a request under section 476, and
(ii) any creditor of any of the merging companies who objects to the merger in accordance with section 478,
(c) the rights of holders of securities other than shares in any of the companies being acquired are safeguarded in accordance with section 479, and
(d) where applicable, the relevant provisions of Chapter 4 of Part 3 on the variation of the rights attached to any class of shares in any of the merging companies have been complied with,