La. R.S. § 12:248 Rights of a Shareholder Dissenting From Certain Corporate Actions

• Library: Louisiana Statutes
• Edition: 2023
• Currency: Current with changes from the 2023 Legislative Session
• Year: 2023
• Citation: La. R.S. § 12:248

A. Except as provided in Subsection B of this Section, if a corporation having only shareholding members has, by vote of its shareholders, authorized a sale, lease or exchange of all of its assets, or has, in accordance with the provisions of R.S. 12:243, become a party to a merger or consolidation then, unless such authorization or action shall have been given or approved by at least two-thirds of the total voting power, a shareholder who voted against such corporate action shall have the right to dissent. If a corporation has become a party to a merger pursuant to R.S. 12:243(7), the shareholders of any subsidiary corporations party to the merger shall have the right to dissent without regard to the proportion of the voting power which approved the merger.

B. The right to dissent provided by this section shall not exist in the case of:

(1) Shareholders of a parent merged with one or more subsidiaries pursuant to R.S. 12:243(7);

(2) A sale pursuant to an order of a court having jurisdiction in the premises;

(3) A sale for cash on terms requiring distribution of all or substantially all of the net proceeds to the shareholders in accordance with their respective interests within one year after the date of the sale.

C. Except as provided in the last sentence of this Subsection, any shareholder electing to exercise such right of dissent shall file with the corporation, prior to, or at, the meeting of shareholders at which such proposed corporate action is submitted to a vote, a written objection to such proposed corporate action, and shall vote his shares against such action. If such proposed corporate action be taken by the required vote, but by less than two-thirds of the total voting power, and the merger, consolidation or sale, lease or exchange of assets authorized thereby be effected, the corporation shall promptly thereafter give written notice thereof, by registered mail, to each shareholder who filed such written objection to, and voted his shares against, such action, at such shareholder's last address on the corporation's records. Each such shareholder may, within twenty days after the mailing of such notice to him, but not thereafter, file with the corporation a demand in writing for the fair cash value of his shares as of the day before ...

D. If the corporation does not agree to the value so stated and demanded, or does not agree that a payment is due, it shall, within twenty days after receipt of such demand and acknowledgment, notify in writing the shareholder, at the designated post office address, of its disagreement, and shall state in such notice the value it will agree to pay if any payment should be held to be due; otherwise it shall be liable for, and shall pay to the dissatisfied shareholder, the value demanded by him for his shares.