La. R.S. § 12:1-1434 Election to Purchase In Lieu of Dissolution

• Library: Louisiana Statutes
• Edition: 2023
• Currency: Current with changes from the 2023 Legislative Session
• Year: 2023
• Citation: La. R.S. § 12:1-1434

A. In a proceeding under R.S. 12:1-1430(A)(2) to dissolve a corporation, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this Section shall be irrevocable unless the court determines that it is equitable to set aside or modify the election.

B.

(1) An election to purchase pursuant to this Section may be filed with the court at any time within ninety days after the filing of the petition under R.S. 12:1-1430(A)(2) or at such later time as the court in its discretion may allow or as all shareholders of the corporation may agree.

(2) If the election to purchase is filed by one or more shareholders, the corporation shall, within ten days thereafter, give written notice to all shareholders, other than the petitioner. The notice must state the name and number of shares owned by the petitioner and the name and number of shares owned by each electing shareholder and must advise the recipients of their right to join in the election to purchase shares in accordance with this Section.

(3) Shareholders who wish to participate must file notice of their intention to join in the purchase no later than thirty days after the effective date of the notice to them. All shareholders who have filed an election or notice of their intention to participate in the election to purchase thereby become parties to the proceeding and shall participate in the purchase in proportion to their ownership of shares as of the date the first election was filed, unless they otherwise agree or the court otherwise directs.

(4) After an election has been filed by the corporation or one or more shareholders, the proceeding under R.S. 12:1-1430(A)(2) may not be discontinued or settled, nor may the petitioning shareholder sell or otherwise dispose of his or her shares, unless the court determines that it would be equitable to the corporation and the shareholders, other than the petitioner, to permit such discontinuance, settlement, sale, or other disposition.

(5) If an election to purchase is filed by the corporation within ninety days after the filing of the petition under R.S. 12:1-1430(A)(2), the corporation's election shall be given precedence over any shareholder election filed within the same period, even if the shareholder's election is filed before that of the corporation.