Louisiana Revised Statutes 12:1359 – Approval of merger or consolidation
Terms Used In Louisiana Revised Statutes 12:1359
- Articles of organization: means documents filed under La. See Louisiana Revised Statutes 12:1301
- Constituent entity: means each limited liability company, partnership, partnership in commendam, limited partnership, or corporation which is party to an agreement of merger or consolidation pursuant to La. See Louisiana Revised Statutes 12:1301
- Corporation: means a corporation formed under the laws of this state or a foreign corporation as defined in La. See Louisiana Revised Statutes 12:1301
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- domestic limited liability company: means an entity that is an unincorporated association having one or more members that is organized and existing under this Chapter. See Louisiana Revised Statutes 12:1301
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- managers: means a person or persons designated by the members of a limited liability company to manage the limited liability company as provided in its articles of organization. See Louisiana Revised Statutes 12:1301
- Member: means a person with a membership interest in a limited liability company with the rights and obligations specified under this Chapter. See Louisiana Revised Statutes 12:1301
- Partnership: means a partnership formed under the laws of this state or a foreign partnership as defined in La. See Louisiana Revised Statutes 12:1301
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- State: means a state, territory, or possession of the United States, the District of Columbia, or the Commonwealth of Puerto Rico. See Louisiana Revised Statutes 12:1301
A. A proposed agreement of merger or consolidation complying with the requirements of La. Rev. Stat. 12:1358 shall be authorized and approved in the manner provided by this Section:
(1) A domestic limited liability company party to a proposed merger or consolidation shall have the agreement of merger or consolidation authorized and approved by the vote of the members in accordance with La. Rev. Stat. 12:1318.
(2) A domestic corporation party to a proposed merger or consolidation shall have the agreement of merger or consolidation approved, adopted, and certified in the manner and by the vote of the shareholders or members in accordance with Chapter 1 or 2 of Title 12 of the Louisiana Revised Statutes of 1950.
(3) A domestic partnership or partnership in commendam party to a proposed merger or consolidation shall have the agreement of merger or consolidation authorized and approved in the manner provided in Chapter 4 of Code Title XI of Code Book III of Title 9 of the Louisiana Revised Statutes of 1950.
(4) Each constituent entity formed under the laws of a jurisdiction other than this state shall have the agreement of merger or consolidation approved in accordance with the laws of such other jurisdiction.
B. The fact that the agreement has been authorized and approved in accordance with this Section shall be certified in the agreement on behalf of each constituent entity:
(1) In the case of a domestic limited liability company, by any member, if management is reserved to the members, or by any manager, if management is vested in one or more managers pursuant to La. Rev. Stat. 12:1312.
(2) In the case of a domestic corporation, in the manner provided in Chapter 1 or 2 of Title 12 of the Louisiana Revised Statutes of 1950.
(3) In the case of a domestic partnership or partnership in commendam, in the manner provided in Chapter 4 of Code Title XI of Code Book III of Title 9 of the Louisiana Revised Statutes of 1950.
(4) In the case of any constituent entity formed under the laws of any jurisdiction other than this state, in accordance with the laws of such other jurisdiction.
C. After a merger or consolidation is authorized and approved, unless the agreement of merger or consolidation provides otherwise, and at any time before an agreement or certificate of merger or consolidation, as provided for in La. Rev. Stat. 12:1360 is filed, the agreement of merger or consolidation may be abandoned, subject to any contractual rights, in accordance with the procedure set forth in the agreement of merger or consolidation or, if none is set forth, as follows:
(1) By the majority vote of the members of each domestic limited liability company that is a constituent entity, unless the articles of organization of any such limited liability company provide otherwise.
(2) By each domestic corporation that is a constituent entity in the manner provided in Chapter 1 or 2 of Title 12 of the Louisiana Revised Statutes of 1950.
(3) By each domestic partnership or partnership in commendam that is a constituent entity in the manner provided in Chapter 4 of Code Title XI of Code Book III of Title 9 of the Louisiana Revised Statutes of 1950.
(4) By each constituent entity formed under the laws of any jurisdiction other than this state in accordance with the laws of such other jurisdiction.
Acts 1992, No. 780, §2, eff. July 7, 1992.