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- Part XII. Disposition of Assets
La. R.S. § 12:1-1202 Shareholder Approval of Certain Dispositions
Library | Louisiana Statutes |
Edition | 2023 |
Currency | Current with changes from the 2023 Legislative Session |
Year | 2023 |
Citation | La. R.S. § 12:1-1202 |
A. A sale, lease, exchange, or other disposition of assets, other than a disposition described in R.S. 12:1-1201, requires approval of the corporation's shareholders if the disposition would leave the corporation without a significant continuing business activity. If a corporation retains a business activity that represented at least twenty-five percent of total assets at the end of the most recently completed fiscal year, and twenty-five percent of either income from continuing operations before taxes or revenues from continuing operations for that fiscal year, in each case of the corporation and its subsidiaries on a consolidated basis, the corporation will conclusively be deemed to have retained a significant continuing business activity.
B. A disposition that requires approval of the shareholders under Subsection A of this Section shall be initiated by a resolution by the board of directors authorizing the disposition. After adoption of such a resolution, the board of directors shall submit the proposed disposition to the shareholders for their approval. The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the proposed disposition, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, or R.S. 12:1-826 applies. If the board of directors makes such a determination or R.S. 12:1-826 applies, the board of directors shall transmit to the shareholders the basis for so proceeding.
C. The board of directors may condition its submission of a disposition to the shareholders under Subsection B of this Section on any basis.
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