Israel Company Law 1999

Chapter 3: Compromise or Arrangement

350. (a) Where a compromise or arrangement are proposed between a company and its creditors or shareholders, or between a company and any particular class of creditors or shareholders, the court may, on the application of the company, of a creditor or of a shareholder, or of a liquidator if the company is in liquidation, order the convening of a meeting of such creditors or shareholders, as the case may be, in such manner as the court shall order.

(b) The court to which the application for a compromise or arrangement is submitted as referred to in subsection (a) (in this Chapter “the plan”) may, if it is convinced that this would assist in drawing up or approving a plan aimed at reviving the company, grant an order stating that for a period that shall not exceed nine months, it shall not be possible to continue with or commence any proceedings against the company, other than with the permission of the court, and on conditions that it may determine (in this Chapter “a stay of proceedings order”).

(c) A stay of proceedings order may be granted in the presence of the applicant alone, if the court is convinced that the circumstances of the case so require, provided that notice of issue of the stay of proceedings order be published and be delivered to whomever might be prejudiced thereby, as the court may order.

(d) A person prejudiced by a stay of proceedings order granted in the presence of the applicant alone may apply to the court that gave the order to revoke it; the court shall deal with any such application for revocation submitted on the same date to be fixed for that purpose, provided that the hearing take place within thirty days of the date of grant of the order as aforesaid.

(e) The court may, for special reasons that it shall specify in writing, deal with an application by a creditor to revoke a stay of proceedings order even if the date laid down in subsection (d) has passed, if it is of the opinion that a significant change has taken place in the circumstances which may substantially prejudice the rights of the creditor.

(f) Where a stay of proceedings order is granted, the court shall permit:

(1) on the application of a secured creditor – the realization of assets mortgaged to him;

(2) on the application of a creditor who is the holder of a floating charge – the crystallization thereof;

(3) on the application of a creditor who is the holder of a floating charge that has crystallized – the realization of one or more such assets; provided the court is of the opinion that no proper protection of the rights of the creditor in the asset has been secured or that the realization of the mortgage or the crystallization of the floating charge will not prejudice consolidation and approval of the plan.

(g) The period in which proceedings are stayed under this section shall not be included in counting the periods prescribed under the Companies Ordinance to the extent that the staying of proceedings affects such periods, nor in reckoning the periods prescribed under the Prescription Law, 5718-195813, unless the court orders otherwise.

(h) In subsections (b) to (g), “proceedings” – shall include a proceeding under the Execution Law 5727-196714, but shall not include proceedings completed immediately prior to the grant of the order even if the money received in respect of such proceeding has not yet been transferred.

(i) If, in a meeting referred to in subsection (a), the majority in number of the persons present and voting together holding three quarters of the value represented at the vote agree to the compromise or arrangement, and the court approves the compromise or arrangement, they shall bind the company and all the creditors or shareholders, or any class of them, as the case may be, and if the company is in liquidation, the liquidator and any contributory.

(j) An order granted under subsection (b) shall not be valid until a certified copy thereof is submitted to the Registrar of Companies; a copy of the order shall be attached to all copies of the articles of association of the company issued after the granting of the order, and if the company does not have articles of association, to every copy of the document under which the company is incorporated and pursuant to which it acts, issued as aforesaid.

(k) For the purposes of this section: “company” – any company that may be subject to winding up under the Companies Ordinance; “settlement” – including reorganization of the share capital by amalgamation of shares of different classes or by division of shares into various classes, or by both such ways.

(l) The Minister may make provisions regarding the implementation of this section, including provisions regarding claims for debt and convening of meetings.

Authority for compromise or arrangement

351. (a) Where an application is submitted to the court for the approval of a compromise or arrangement as referred to in section 350, and it is proved to the court that the compromise or arrangement have been proposed in respect of a plan for the alteration of the structure of a company or for the merger of companies, and that, under the plan, a building or assets of one of the companies (in this Chapter “the transferor company”) are to be transferred to another company (in this Chapter the “transferee company”), the court may, in an order approving the application or in an order granted thereafter, make provision for - transfer of the concern, the assets or the liabilities, of the transferor company, in whole or in part, to the transferee company; allotment of shares, debentures, policies or other similar benefits in the transferee company which it is required to allot to a person under the compromise or arrangement; continuation on behalf of the transferee company of a pending proceeding by or against the transferor company; dissolution of the transferor company without winding up; relief for persons objecting to the compromise or arrangement within the time and in the manner ruled upon by the court; any routine matter required in order to ensure that the change in structure or the merger be effected completely and effectively.

(b) Where an order is granted as aforesaid for the transfer of assets or liabilities, the assets shall be transferred by virtue of the order and shall be vested in the transferee company, and shall be freed, if so prescribed in the order, from all charges that have ceased to be valid by virtue of the compromise or arrangement, and the liabilities shall be transferred to the transferee company and shall become itsliabilities.

(c) Where an order is granted under this section, every company to which the order applies shall transfer a certified copy of the order to the Registrar within seven days of the date on which it is granted; a company in breach of this provision, as well as any office holder of such company who approved or permitted such breach, shall be liable to a fine as prescribed in section 61(c) of the Penal Law, 1977, for every day on which the breach continues.

Change of structure and merger