(1) The shares of stock to be allotted additionally in accordance with section 72a (1) sentence 1 and (2) sentence 1 may be created, under the terms of subsections (1) to (4), by an increase of the capital in return for contributions in kind. The subject matter of the contribution in kind is the claim held by the entitled stockholders to the allotment of additional shares of stock that has been established by a court decision (section 11 (1) of the Act on Valuation Proceedings under Corporate Law) or a court settlement (section 11 (2) to (4) of the Act on Valuation Proceedings under Corporate Law); the claim expires upon the implementation of the increase of the capital having been entered in the register (section 189 of the Stock Corporation Act). Where the claim is established by a court decision (section 11 (1) of the Act on Valuation Proceedings under Corporate Law), the contribution in kind cannot be made prior to the court decision having become final and binding.
(2) Instead of the specifications set out in section 183 (1) sentence 1 and section 205 (2) sentence 1 of the Stock Corporation Act, the following suffices:
1. the determination that what is being contributed are the claims to the allotment of additional shares of stock enjoyed by the entitled stockholders, which claims have been established on the basis of the court decision, which is to be designated, or on the basis of the settlement recorded by a court, which is to be designated, as well as
2. the specification of the nominal amount to be allotted on the basis of the court decision or of the court settlement, and in the case of no-par-value shares of stock, the number of shares of stock to be allotted.
Section 182 (4) as well as sections 186, 187 and 203 (3) of the Stock Corporation Act are not to be applied.
(3) The acquiring company is to appoint a trustee. The trustee is authorised to take the following measures in their own name:
1. to assign the claims to allotment of additional shares of stock to the acquiring company,
2. to subscribe to the shares of stock to be additionally allotted,
3. to take receipt of the shares of stock, additional cash payments and indemnifications in money to be additionally allotted or granted under section 72a, as well as
4. to make all declarations that are to be made by the stockholders entitled to the allotment insofar as they are required for the acquisition of the shares of stock.
Section 26 (4) is to be applied accordingly.
(4) The applications for entry in the register in accordance with sections 184 and 188 of the Stock Corporation Act are to be accompanied by executed copies or publicly certified copies of the court decision or the settlement recorded by the court showing the nominal amount to be granted additionally or, in the case of no-par-value shares of stock, the number of shares of stock to be allotted additionally. Section 188 (3) no. 2 of the Stock Corporation Act is not to be applied.
(5) Section 182 (4) as well as sections 186, 187 and 203 (3) of the Stock Corporation Act are not to be applied to increases of the capital that are implemented in order to allot additional shares of stock on the basis of pre-emptive rights to newly issued shares of stock exercised in accordance with section 72a (2) sentence 3.
(6) Section 14 (2) applies accordingly to the resolution as to the capital increase under subsection (1).
Subdivision 2
Merger by new formation