(1) The recipient legal entity must, on request, provide the resolution authority without delay with information on all circumstances necessary to assess whether the relevant objective of the measure has been achieved. Insofar as necessary to verify particulars provided under the first sentence, the resolution authority may require the submission of documents and the provision of copies.
(1a) In the cases of a transfer under section 107(1), point 1, letter b, and point 2, the resolution authority may direct all measures necessary for the effective exercise of control within the meaning of section 128(1), point 2, or section 133(1), point 2. In particular, the resolution authority may direct the recipient legal entity to take, or refrain from taking, measures until the resolution authority has determined, under section 128(4), first sentence, that the recipient legal entity has ceased to be a bridge institution, or has otherwise established that the relevant objective of the measure has been achieved at the recipient legal entity.
(2) In order to enable or implement a resolution order, sections 7 to 7b, 7d, 7e, 8 to 11, 12(1) to (3), and sections 14, 15 and 17 to 19 of the Economic Stabilisation Acceleration Act apply correspondingly to resolutions of the general meeting of the recipient legal entity on capital measures, on amendments to partnership agreements or articles of association, on the conclusion or termination of enterprise agreements, or on measures under the Transformation Act, until the resolution authority has determined that the relevant objective of the measure has been achieved. This also applies where other private or public bodies make contributions towards achieving the objectives of the measure or towards removing the failing or likely to fail. Central bank transactions concluded on usual terms are not contributions within the meaning of the second sentence.
(3) A resolution under subsection (2) must be registered, without delay, for entry in the register of the recipient legal entity's seat. It must, unless manifestly void, be entered in the register without delay. Actions and applications for decisions against the resolution or its registration do not preclude registration. Section 246a(4) of the Stock Corporation Act applies correspondingly. The first to fourth sentences apply correspondingly to resolutions on making use of an authorisation to make use of authorised capital created under subsection (2).
(4) Where the resolution authority exercises the transferring legal entity's voting right in respect of a measure under subsection (2), under section 124(1), the transferring legal entity may bring an action against the resolution. In the case of a capital increase, the action may also be based on the ground that the issue price of the new shares is unreasonably low. In the case of a capital reduction, the action may also be based on the ground that the capital reduction, to the extent resolved, does not serve to offset losses. In the case of a measure under the Transformation Act, the action may also be based on the ground that the consideration or settlement granted to the transferring legal entity is not reasonable. Where the action is well-founded, but the measure has already been entered in the register under subsection (3), the damages claim to which the transferring legal entity is entitled under subsection (3), fourth sentence, should be satisfied by the issue of shares, where the loss suffered by the recipient legal entity consists in an economic dilution of its holding in the recipient legal entity. The foregoing provisions apply correspondingly to the shareholders and creditors referred to in section 124(3) and (4).
(5) Where support has been provided to the recipient legal entity by the Restructuring Fund, or otherwise, for the purpose of removing a failing or likely to fail, the resolution authority may, until the relevant objective of the measure has been achieved, 1. prohibit payments to the shareholders of the recipient legal entity, 2. prohibit payments to holders of other own funds components that are, under their contractual terms, linked to the achievement of specified trigger metrics, insofar as the relevant trigger metrics would not have been achieved without the support, or 3. prohibit payments to creditors, for as long as their claims, under a subordination agreement, would not be serviceable following a hypothetical repayment of the support. Payment within the meaning of the first sentence also includes the termination or repurchase of the own funds components and debt instruments concerned, and balance-sheet measures having the effect that the trigger metrics relevant under the first sentence, point 2, are achieved. Where a payment under the first sentence, point 2, is prohibited, the relevant trigger metrics are deemed not to have been achieved. The first sentence does not apply 1. to distributions on shares granted to the Restructuring Fund or the Financial Market Stabilisation Fund in connection with support, and 2. to payments on claims of the Restructuring Fund arising in connection with the State support. Subsection (2), third sentence, applies correspondingly. An injection of own funds or liquidity by private third parties, necessary to remove the failing or likely to fail or to achieve the relevant objective of the measure, is treated the same as support by the Restructuring Fund.
Subdivision 2
Special Provisions for the Business Sale Tool