那里可以找到银行的法律条件

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the vesting of the business, assets, liabilities, shares or other capital instruments of the financial institution from the date an order under subparagraph 32(1)(c)(iii) is made by the Bank. Vesting of business, assets or liabilities
Act 67 4.   (1)   No provision in any law including subsection 4(3) of the Civil Law Act 1956 [Act 67] or agreement limiting or prohibiting the right of the transferor or requiring any consent to assign, sell, dispose of, novate or transfer any business, assets or liabilities shall insofar as such limitation, prohibition or consent requirement is concerned, have any application or effect in respect of any order made by the Bank under subparagraph 32(1)(c)(iii).   (2)   Where the Bank makes a vesting order— (a) in the case where an asset is held by the transferor alone immediately before the vesting date, such asset shall on and from the vesting date vest in the transferee; and (b) in the case where the asset is held jointly by the transferor with another person immediately before the vesting date, such asset shall on and from the vesting date vest in the transferee in accordance with subparagraph (5) jointly with that other person.   (3)   Where the assets vested in a transferee in accordance with this Schedule include any financing, the transferee is deemed to have given the financing or issued the guarantee, as the case may be, notwithstanding that the financing or guarantee had been drawn down or issued by the transferor.   (4)   Where the security for any financing that is vested under this Schedule in the transferee includes a share— (a) for the purposes of paragraph 6A(9)(b) of the Companies Act 1965, the transferee, shall be deemed to hold an interest in the share only by way of security for the purposes of a transaction entered into in the ordinary course of business in connection with the lending of money; and (b) the interest of the transferee in the share shall be disregarded for the purposes of section 6A of the Companies Act 1965.   (5)   The transferee shall, on and from the vesting date for any assets, acquire all of the transferor’s present and future rights, title and interests in, and disclosed obligations with respect to, such asset, free of any encumbrance, caveat, prohibitory order, injunction or claim save for any registered interest existing as at the vesting date and disclosed claims.   (6)   On and from the vesting date for a liability— (a) the transferee shall assume and be vested with that liability and becomes liable, instead of the transferor, to discharge that liability; (b) the transferor shall be deemed to have been released and discharged from that liability; and (c) any depositor, creditor or other person who is owed that liability shall be deemed to have consented to and accepted the assumption by the transferee of that liability.   (7)   Without prejudice to subparagraphs (1), (2), (3), (4), (5) and (6) in relation to any business, assets or liabilities, as the case may be, vested in the transferee— (a) each obligor with respect to such assets, shall be deemed to have released and discharged the transferor from all the disclosed obligations with respect to such assets; (b) any person having any right, title or interest in such assets, shall be deemed to have consented to and accepted the vesting in the transferee of all the disclosed obligations with respect to such assets; (c) an existing agreement or instrument, whether in the form of a deed, will or otherwise, or order of any court, under or by virtue of which, the transferor has title or ownership of or rights to such assets shall be construed and shall have effect as if for any reference in it to the transferor there were substituted a reference to the transferee; (d) an existing agreement or instrument in relation to such assets to which the transferor was a party shall have effect insofar as it is applicable to the disclosed obligations, disclosed claims and registered interests as if the transferee had been a party to it instead of the transferor; (e) an existing instruction, order, mandate, power of attorney, authority, undertaking or consent in relation to an account which was given to the transferor, either alone or jointly with another person, shall be deemed to have effect, as if given to the transferee either alone or jointly with such other person, as the case may be; (f) if any security were held immediately before the vesting date by the transferor, or by a nominee of or trustee for the transferor, as security for the payment or discharge of any liability of any person, such security shall be held by the transferee, that nominee or trustee, as the case may be, as the nominee of, or trustee for, the transferee with the same priority as the transferor, and to the extent of that liability, shall be available to the transferee as security for the payment or discharge of that liability, and if any such security extends to future advances or future liabilities, shall be held by and be available to the transferee as security for future advances by or future liabilities to the transferee in the same manner in all respects as future advances by or future liabilities to the transferor were secured thereby immediately before the vesting date; (g) in addition to any other right, power or remedy granted to the transferee in this Schedule, the transferee shall have the rights, powers and remedies (and in particular the rights and powers as to taking or resisting legal or other proceedings or making or resisting applications to any authority) for ascertaining, protecting or enforcing the rights, title, interests and disclosed obligations vested in the transferee including those rights, title, interests or obligations in respect of any legal or other proceedings or applications to any authority pending immediately before the vesting date by or against the transferor, and resisting any disclosed claims or registered interests as if they had at all times been the rights, title, interests or obligations of the transferee; (h) a judgment or award obtained by the transferor and not fully satisfied before the vesting date shall be enforceable by the transferee; (i) no acquisition by the transferee or disposal by the transferor, shall be void or voidable by reason of the application of any law; (j) where any— (i) profit or other return; or (ii) interest, payable under any agreement is to be determined by reference to the cost of funds or base lending rate or other reference point of the transferor, or is no longer determinable as provided in the agreement, the return or interest payable under such agreement shall be as prescribed by regulations made under section 94 or in any particular case, as the transferee may agree with the obligor; (k) where the custody of any goods, things or documents is held by the transferor as bailee immediately before the vesting date, such goods, things or documents shall be deemed to have passed to the transferee and the rights and disclosed obligations of the transferor under any contract of bailment shall be transferred free of any claim save for disclosed

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claims; (l) a negotiable instrument or order for payment of money given to or drawn on or accepted by the transferor, whether so given, drawn or accepted before, on or after the vesting date, shall have the same effect on and from the vesting date, as if it had been given to or drawn on or accepted by the transferee; and (m) any account between the transferor and its customer shall become an account between the transferee and the customer, subject to the conditions and incidents as theretofore, and such account to be deemed for all purposes to be a single continuing account.   (8)   Without prejudice to subparagraphs (1), (2), (3), (4), (5), (6) and (7), a vesting of any business, assets or liabilities in the transferee shall not, unless otherwise provided for in the vesting order— (a) be regarded as placing— (i) the transferee; (ii) the transferor; (iii) any person deriving title from the transferee; or (iv) any other person, in breach of or default under, any contract, agreement, undertaking, guarantee, indemnity or any other arrangement, or in breach of confidence; (b) be regarded as giving rise to a right or duty for any person to— (i) terminate, cancel, modify or replace an agreement; (ii) enforce or accelerate the performance of an obligation; or (iii) require the performance of an obligation not otherwise arising for performance; (c) be regarded as placing the transferor, the transferee or any other person in breach of any law or agreement prohibiting, restricting or regulating the assignment, sale, disposal or transfer of any asset or disclosure of information; (d) release a surety from an obligation; (e) invalidate or discharge a contract or security; or (f) be regarded as terminating, cancelling or varying any rights, privileges, exemptions (including any tax exemptions) or priorities to which the transferor was entitled and which by virtue of this Schedule has vested in the transferee.   (9)   Without prejudice to the generality of subparagraphs (1), (2), (3), (4), (5), (6), (7), and (8) but subject to paragraph 4, in any proceedings brought by or against any transferee in respect of any business, assets or liabilities vested in the transferee pursuant to this Schedule, no person shall, unless such claim is a disclosed claim, raise as a claim or defence to such proceedings any of the following matters: (a) that, that person has had or would have had a set-off or counterclaim against the transferor or any other person; (b) that any person had a prior interest, whether legal or equitable, in the business, assets or liabilities; (c) that any person was a party to or privy to any fraud, duress, coercion, undue influence or misrepresentation; (d) that there was a mistake of law or fact; (e) that any agreement to which the business, assets or liabilities relates was in furtherance of an illegal purpose or that any consideration given or received thereunder was unlawful, or that the object of the agreement which constitutes or is one of the constituents of the business, assets or liabilities is unlawful; (f) that there was a total failure of or no consideration or there was any partial failure of consideration; (g) that the person who executed, is deemed to have executed or who is a party to, any document of title for the assets or written contract which evidences, gives rise to or secures the asset or liability, did not understand the document; (h) that the person who executed, is deemed to have executed or who is a party to, any document of title for the asset or written contract which evidences, gives rise to or secures the asset or liability did not have the capacity or the authority to do the same; and (i) that there is an error in any statement of account issued by the transferor or any other person in respect of the liability or any debt to

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Vesting of shares or other capital instruments 5.   (1)   A vesting order shall provide for the vesting of any shares or other capital instruments of a financial institution which has ceased to be viable or which the Bank considers likely to become non-viable under subparagraph 32(1)(c)(iii) to take effect free from any trust, liability, adverse claim or other encumbrances.   (2)   A vesting order for the vesting of any shares or other capital instruments may provide for— (a) the extinguishment of rights of holders of warrants or other instruments that entitle the holder to acquire shares in the financial institution which has ceased to be viable or which the Bank considers likely to become non-viable under subparagraph 32(1)(c)(iii); (b) the financial institution which has ceased to be viable or which the Bank considers likely to become non-viable under subparagraph 32(1)(c)(iii) to not issue any further shares, warrants, or such other securities which are convertible or exchangeable into shares in such financial institution; (c) any shares or capital instruments of a financial institution which has ceased to be viable or which the Bank considers likely to become non-viable under subparagraph 32(1)(c)(iii) to be converted from one form or class to another; or (d) the removal from the official list of any stock exchange the shares of the transferor or a particular class of securities of the transferor. Preservation of rights 6.   (1)   A person who is precluded from making a claim against any transferee or is precluded from raising a defence against that transferee under this Schedule, shall be entitled to seek compensation against the transferor in respect of such claim.   (2)   Where the court is satisfied that the person referred to in subparagraph (1) has a claim against the transferor including any prior equitable interest in the assets which that person could have raised or claimed but is precluded by subparagraph 4(9) that person shall be entitled to such compensation from the transferor in respect of such claim as the court considers fair and reasonable. Additional provisions on land 7.   (1)   Notwithstanding the provisions of the National Land Code, the Land Ordinance relating to the State of Sabah, the Land Code relating to the State of Sarawak or any other law, any caveat, prohibitory order or any other encumbrance which was entered, endorsed, registered or lodged, prior to, on or after, the vesting date shall not prevent a vesting of any interest in land of the transferor to the transferee.   (2)   Where a vesting order vests in the transferee, any interest in land— (a) in Peninsular Malaysia, on receipt of— (i) payment of the prescribed fee; and (ii) the vesting order, the Registrar under the National Land Code shall, without the need for any further application or filing of any further document, make a memorial on the register document of title and make such other entries and generally do all things as may be necessary to give effect to the vesting; (b) in Sabah, on receipt of— (i) payment of the prescribed fee; and (ii) the vesting order, the Registrar under the Land Ordinance relating to the State of Sabah shall, without the need for any further application or filing of any further document, make a memorial on the register document of title and make such other entries and generally do all things as may be necessary to give effect to the vesting; and (c) in Sarawak, on receipt of— (i) payment of the prescribed fee; and (ii) the vesting order, the Registrar under the Land Code relating to the State of Sarawak shall, without the need for any further application or filing of any further document, make a memorial on the register document of title and make such other entries and generally do all things as may be necessary to give effect to the vesting.   (3)   Notwithstanding any provision in the National Land Code, the Land Ordinance relating to the State of Sabah, the Land Code relating to the State of Sarawak or any other law, a vesting order shall be effective to vest an interest in land in the transferee as of the vesting date and shall be conclusive evidence of such vesting. Other Registration Authorities to give effect to vesting order 8.   (1)   Notwithstanding the provisions of any other law, any Registration Authority other than the Registrar under the National Land Code, the Registrar under the Land Ordinance relating to the State of Sabah and the Registrar under the Land Code relating to the State of Sarawak, shall, on receipt of— (a) payment of the prescribed fee; and (b) the vesting order, without the need for any further application or filing of any further documents, do all things and make all entries or memorials in any register or record kept by the Registration Authority as may be necessary to give effect to the vesting of any business, assets or liabilities, shares or other capital instruments referred to in subparagraph 32(1)(c)(iii) to which the vesting order relates.   (2)   For the purpose of this paragraph, subsection 112A(1) of the Companies Act 1965 shall be deemed to apply to the transferee as if for the word “thirty” in that subsection the words “one hundred and eighty” had been substituted. Automatic substitution in any legal or other proceedings 9.   Notwithstanding the provisions of any other law, every registrar of courts shall automatically upon receipt of a copy of the vesting order do all things and make all entries in any register or record kept by such registrar as may be necessary to give effect to the automatic substitution of the transferee in place of the transferor as a party in any legal or other proceedings. Immunity of Registration Authority 10.   A Registration Authority shall not be liable to any person in respect of the making of any memorial on or entry in the register document of title or any other register or record in reliance of the vesting order. Replacement vesting order 11.   (1)   The Bank may, by order published in the Gazette, make a new vesting order (in this paragraph referred to as “replacement vesting order”) to replace any vesting order it has previously made in order to rectify any omission or error in the vesting order.   (2)   Any replacement vesting order made by the Bank under subparagraph (1) stating that any business, assets, liabilities, shares or other capital instruments have been vested in the transferee shall be conclusive evidence of such vesting as of the vesting date stipulated in the replacement vesting order.   (3)   If any law stipulates a time period within which a vesting of any of the assets stated to be the subject of a replacement vesting order made under subparagraph (1) shall be registered or filed, that period shall commence from the date the replacement vesting order is made.   (4)   Any act done by a transferee, transferor or any other person, in reliance of a vesting order previously made shall not be affected by any omission or error rectified in a replacement vesting order made under subparagraph (1).   (5)   For the purposes of this Act, any reference to a vesting order shall be deemed to include a reference to a replacement vesting order made under subparagraph (1). Transfer of foreign assets and foreign liabilities 12.   (1)   This paragraph applies in relation to foreign assets and foreign liabilities held by the transferor.   (2)   For the purposes of this paragraph—    “foreign assets” means assets of the transferor outside Malaysia;    “foreign law” means the law of the country or territory outside Malaysia in which the assets of the transferor are situated or liabilities of the transferor are to be discharged;    “foreign liabilities” means the liabilities of the transferor to be discharged outside Malaysia.   (3)   The transferor and transferee shall each take any necessary steps to ensure that the vesting of any foreign assets or foreign liabilities of the transferor is effective under foreign law where such vesting is not wholly effective by virtue of the vesting order.   (4)   Until the vesting of foreign assets or foreign liabilities is effective under foreign law, the transferor shall— (a) hold the assets as a trustee for the benefit of the transferee together with any additional asset or right accruing by virtue of the original asset or right; and (b) discharge any liability on behalf of the transferee.   (5)   The transferee must meet any expenses of the transferor in complying with this paragraph.   (6)   An obligation imposed by this paragraph is enforceable as if created by contract between the transferor and transferee.