Terms Used In Louisiana Revised Statutes 9:3444

  • Constituent entity: means each entity that is a party to a merger or consolidation under this Chapter. See Louisiana Revised Statutes 9:3441
  • 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.
  • 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.
  • 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.

A.  The agreement required by La. Rev. Stat. 9:3443 shall be authorized and approved in the manner provided by this Section:

(1)  A domestic partnership party to a proposed merger or consolidation shall have the agreement of merger or consolidation authorized and approved by all of the partners, unless otherwise provided in the articles or agreement of partnership.

(2)  A domestic partnership in commendam party to a proposed merger or consolidation shall have the agreement of merger or consolidation approved by all general partners and by the limited partners who own more than a majority of the then current percentage or other interest in the profits of the partnership in commendam owned by all of the limited partners, unless otherwise provided in the articles or agreement of limited partnership.

(3)  A domestic corporation party to a proposed merger or consolidation shall have the agreement of merger or consolidation approved in the manner provided in Chapter 1 or 2 of Title 12 of the Louisiana Revised Statutes of 1950.

(4)  A domestic limited liability company party to a proposed merger or consolidation shall have the agreement of merger or consolidation approved in the manner provided in La. Rev. Stat. 12:1359.

(5)  Each constituent entity formed under the laws of a jurisdiction other than this state shall have the proposed 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 on the agreement on behalf of each constituent entity:

(1)  In the case of any domestic partnership or partnership in commendam, by any general partner.

(2)  In the case of any 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 any domestic limited liability company, in the manner provided in La. Rev. Stat. 12:1359.

(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 the agreement is authorized and approved, unless the agreement of merger or consolidation provides otherwise, and at any time before the agreement or certificate of merger or consolidation is filed, as provided for in La. Rev. Stat. 9:3445, 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 partners of each domestic partnership or partnership in commendam that is a constituent entity, in accordance with its articles or agreement of partnership or partnership in commendam, as the case may be.

(2)  By each domestic limited liability company that is a constituent entity, in the manner provided in La. Rev. Stat. 12:1359.

(3)  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.

(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, §1, eff. July 7, 1992.

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