chapter 4 statutory amalgamation …（第四章法定合并u2026）.pdfVIP

CHAPTER 4 STATUTORY AMALGAMATION PROCEDURE Background 4.1 Mergers and amalgamations52 are not uncommon in Hong Kong. The reasons underlying amalgamation or other forms of corporate reorganisation are generally commercial or economic. At present, Hong Kong law does not provide for a simplified and court-free procedure for amalgamation of companies. Companies intending to amalgamate may, however, resort to the process under sections 166 to 167 of the CO which involves a court-sanctioned scheme of arrangement for companies to make provisions to attend to the interests of their creditors and/or members. The arrangement, when approved by the court, will be binding on all the parties concerned and the court has wide powers to make such orders as are necessary to secure that the amalgamation shall be fully and effectively carried out. 4.2 In practice, the use of sections 166 to 167 of the CO to effect an amalgamation is rare. Apart from the complex procedure involved and high compliance costs, the court’s restrictive approach in applying the provisions may also be a disincentive. 4.3 Some common law jurisdictions such as Singapore and New Zealand53 have adopted, in addition to a court-sanctioned procedure, a court-free statutory amalgamation procedure of corporate entities. The idea of introducing the latter option is to facilitate a streamlined amalgamation process