Louisiana Revised Statutes 12:261 – Reorganization under Act of Congress
Terms Used In Louisiana Revised Statutes 12:261
- Articles: means the original articles of incorporation, and all amendments thereto including those contained in merger agreements, or if restated, the latest restatement thereof, except in those instances in which the context expressly refers to the original articles of incorporation only. See Louisiana Revised Statutes 12:201
- 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.
- Court: means any court of competent jurisdiction where the registered office of the corporation is located. See Louisiana Revised Statutes 12:201
- Directors: means persons designated in the articles as such, and persons designated, elected or appointed by any other name or title to act as directors, and their successors. See Louisiana Revised Statutes 12:201
- 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.
- person: includes a body of persons, whether incorporated or not. See Louisiana Revised Statutes 1:10
- Trustee: A person or institution holding and administering property in trust.
- Venue: The geographical location in which a case is tried.
A. Whenever a plan of reorganization of a corporation has been confirmed by a decree or order of a court in proceedings under any applicable Act of Congress relating to reorganization of corporations, the corporation shall have authority, without action of its members or directors, to put into effect and carry out the plan, and decrees and orders of the court relative thereto, and to take any proceeding or action for which provision is made in any law governing the corporation or for which provision is or might be made in its articles or by-laws and which is provided for in such plan or directed by any such decree or order.
B. Such authority may be exercised, and such proceedings and actions may be taken, as may be directed by any such decree or order, by the trustee or trustees of the corporation appointed in the reorganization proceeding, or if none is acting, by any person or persons designated or appointed for the purpose by any such decree or order, with like effect as if exercised and taken by unanimous action of the directors and members of the corporation.
C. Any certificate, required or permitted by law to be filed or recorded to accomplish any corporate purpose, shall be signed, and verified or acknowledged, under any such decree or order, by such trustee or trustees or the person or persons to whom reference is made in subsection B, and shall state (1) that provision for such certificate is contained in the plan of reorganization or in a decree or order of court relative thereto, (2) that the plan has been confirmed as provided in an applicable Act of Congress specified in the certificate, (3) the title and venue of the proceeding, and (4) the date when the decree or order confirming the plan was made.
D. Notwithstanding the provisions of La. Rev. Stat. 12:248, shareholders shall have no right to receive payment for their shares by virtue of any action taken pursuant to this section, and shall have only such rights, if any, as are provided in the plan of organization.
E. Notwithstanding the provisions of La. Rev. Stat. 12:213 and 215, the corporation may, after confirmation of such a plan, issue its shares for the consideration specified in the plan of reorganization, and may issue obligations, rights or options for purchase or conversion of or into shares upon such terms and conditions as may be set forth in such plan.
F. If, in any proceeding under any applicable Act of Congress relating to reorganization of corporations, a decree or order provides for the formation of a new corporation to do business in this state under a name the same as or similar to that of the corporation being reorganized, the articles of the new corporation shall set forth that they are executed pursuant to such decree or order and shall be endorsed with the consent of the court having jurisdiction of the proceeding. After such articles have been filed, the corporation being reorganized shall not continue the use of its name except in connection with the reorganization proceeding and as may be necessary to adjust and wind up its affairs, and thirty days after such filing, the reorganized corporation shall be automatically placed in liquidation. To the extent that the liquidation of such corporation is not accomplished as a part of the proceeding or prescribed by the decree or order of such court, it shall proceed in accordance with the provisions of this Chapter.
Acts 1968, No. 105, §1.