A.  The legality of a proposed or completed corporate action described in La. Rev. Stat. 12:1-1302(A)  may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in any proceeding commenced by a shareholder after the shareholders have approved the corporate action.

B.  The appraisal rights provided by this Part are the exclusive remedy of a shareholder in connection with a corporate action for which La. Rev. Stat. 12:1-1302 makes appraisal rights available if either of the following conditions is satisfied:

(1)  The shareholder is not subject to the requirements of La. Rev. Stat. 12:1-1321(A)(1) concerning the delivery of a written notice of the shareholder’s intent to assert appraisal rights.

(2)  The corporation waives the requirements of La. Rev. Stat. 12:1-1321(A)(1).

C.  If Subsection B of this Section makes appraisal rights the exclusive remedy of a shareholder, then the shareholder shall not have any other cause of action for damages or for any other form of relief against the corporation, or any director, officer, employee, agent, or controlling person of the corporation, in connection with the corporate action for which La. Rev. Stat. 12:1-1302 makes appraisal rights available.

D.  If the corporation waives the requirements of La. Rev. Stat. 12:1-1321(A)(1), a shareholder may assert appraisal rights without complying with those requirements.  A corporation waives the requirements of La. Rev. Stat. 12:1-1321(A)(1) by sending shareholders the notice specified in La. Rev. Stat. 12:1-1320(A)(2).

E.  Subsections A, B, and C of this Section do not apply to a corporate action that is any of the following:

(1)  Not authorized and approved in accordance with the applicable provisions of any of the following:

(a)  Part 9, 10, 11, or 12 of this Chapter.

(b)  The articles of incorporation or bylaws.

(c)  The resolution of the board of directors authorizing the corporate action.

(2)  [Reserved.]

(3)  [Reserved.]

(4)  Approved by less than unanimous consent of the voting shareholders pursuant to La. Rev. Stat. 12:1-704 if both of the following requirements are met:

(a)  The challenge to the corporate action is brought by a shareholder who did not consent and as to whom notice of the approval of the corporate action was not effective at least ten days before the corporate action was effected.

(b)  The proceeding challenging the corporate action is commenced within ten days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.

F.  Subsections B and C of this Section do not affect any right of a shareholder that is provided by the terms of the corporate action itself if the shareholder does not assert, or loses the right to enforce, appraisal rights under this Part.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.