Central Bank and Credit Institutions (Resolution) Act 2011
|
Effect of appointment of special manager. |
69.— (1) While an authorised credit institution, subsidiary or holding company is under special management— | |
(a) all functions which, but for this paragraph, would be vested in the directors of that credit institution, subsidiary or holding company (whether by virtue of its memorandum of association or articles of association or otherwise) vest in the special manager, | ||
(b) no proceedings for its winding-up shall be commenced without the prior consent in writing of the Bank, | ||
(c) a resolution for its winding-up is of no effect without the prior consent in writing of the Bank, | ||
(d) no petition may be presented for the appointment of an examiner to that credit institution, subsidiary or holding company or to a related company (within the meaning of section 4 (5) of the Companies (Amendment) Act 1990 ) without the prior consent in writing of the Bank, | ||
(e) no inspector may be appointed or an inquiry commenced under the Companies Act 1990 without the prior consent in writing of the Bank, | ||
(f) subject to subsection (2), no receiver over any part of the property of that credit institution, subsidiary or holding company may be appointed without the prior consent in writing of the Bank, | ||
(g) subject to subsection (2), no enforcement (whether by attachment, sequestration, distress or execution) of any judgment or order may be put into force against any part of the property of that credit institution, subsidiary or holding company without the prior consent in writing of the Bank, unless the party seeking to do so is the Bank, | ||
(h) subject to subsection (2), if any claim against an authorised credit institution, subsidiary or holding company is secured by security affecting the whole or any part of the assets of that credit institution, subsidiary or holding company, any person other than the Bank who wishes to realise the whole or any part of that security shall give written notice to the Bank 90 days (or a shorter period to which the Bank agrees) before such realisation, and | ||
(i) if the special manager so elects, the powers of that credit institution, subsidiary or holding company exercisable by a general meeting of that credit institution, subsidiary or holding company are exercisable only by the special manager and subject to the prior consent in writing of the Bank. | ||
(2) Paragraphs (f), (g) and (h) of subsection (1) do not apply to the Bank, the European Central Bank or any other national central bank within the Eurosystem. | ||
(3) The powers of a special manager shall not be exercised in a way that conflicts with the law of the European Union. | ||
(4) Except as provided otherwise by this Act, the business of an authorised credit institution, subsidiary or holding company under special management shall continue without interruption as a going concern, and no agreement (including a contract of employment or service), policy, transaction, bank account or bank mandate, right, title, claim, debt, proceeding or obligation of that credit institution or right, claim or proceeding against it is avoided, cancelled, stayed or otherwise affected by reason only of the appointment of the special manager. | ||
(5) While an authorised credit institution, subsidiary or holding company is under special management— | ||
(a) that credit institution, subsidiary or holding company shall not convene or hold any general meeting unless the special manager so directs, | ||
(b) the rights and powers of shareholders and members under any enactment or contract stand suspended and are not exercisable, | ||
(c) section 205 of the Act of 1963 does not apply, and | ||
(d) no derivative action may be brought in respect of that credit institution. | ||
(6) A special management order has effect notwithstanding anything in— | ||
(a) the Companies Acts, the Building Societies Act 1989 , the Credit Union Act 1997 or the Central Bank Acts 1942 to 2011, | ||
(b) any other rule of law or equity, | ||
(c) any code of practice made under an enactment, | ||
(d) the listing rules of any regulated market or the rules of any other market on which the shares of an authorised credit institution may be traded from time to time, | ||
(e) the memorandum of association and articles of association of that credit institution, subsidiary or holding company, or | ||
(f) any agreement to which that authorised credit institution, subsidiary or holding company, and any other holding company or subsidiary of that credit institution, subsidiary or holding company is a party, is bound by, or has an interest in, | ||
except to any extent to which the special management order expressly provides otherwise. |