Louisiana Revised Statutes 6:352 – Merger or consolidation procedure
Terms Used In Louisiana Revised Statutes 6:352
- 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 refers expressly to the original articles of incorporation only. See Louisiana Revised Statutes 6:201
- 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.
- National Bank: A bank that is subject to the supervision of the Comptroller of the Currency. The Office of the Comptroller of the Currency is a bureau of the U.S. Treasury Department. A national bank can be recognized because it must have "national" or "national association" in its name. Source: OCC
- Shares: means the units into which the stockholders' rights to participate in the control of the state bank, in its profits, or in the distribution of corporate assets are divided. See Louisiana Revised Statutes 6:201
- Stockholder: means the holder of record of one or more shares. See Louisiana Revised Statutes 6:201
- Total voting power: means the entirety of the voting power. See Louisiana Revised Statutes 6:201
- Voting power: means the right vested by law or by the articles or the bylaws in the stockholder or in one or more classes of stockholder to vote in the determination of any particular question or matter coming before meetings of the stockholders. See Louisiana Revised Statutes 6:201
- Voting power present: means that part of the voting power exercisable by the stockholders present in person or represented by proxy at the meeting at which the stockholders take action on a particular question or matter. See Louisiana Revised Statutes 6:201
Merger or consolidation may be effected only as a result of a joint agreement entered into, approved, and filed as follows:
(1) The board of directors of each of the banks which desires to merge or consolidate may enter into a joint agreement signed by a majority of the directors of each prescribing the terms and conditions of merger or consolidation and the mode of carrying the same into effect and containing such other provisions as are deemed necessary.
(2) The agreement must be approved by the stockholders of the banks involved which were not organized under the provisions of this law in the manner provided by the laws under which they were formed and by the stockholders of any state bank in the manner provided in Paragraph (3) of this Section.
(3)(a) The agreement shall be submitted to the stockholders of each of the merging or consolidating banks at an annual or special meeting. Each stockholder of each such bank shall be entitled to cast one vote as to the agreement for each share having voting power held by him of record on the record date for the meeting.
(b) Written notice shall be given by each such bank to each stockholder of record entitled to vote at the meeting at least ten days and not more than sixty days prior to the day fixed for the meeting. A copy or summary of the agreement shall be included in or enclosed with such notice, and the notice shall include, if applicable, the following statement: “Dissenting stockholders who comply with the procedural requirements of the Louisiana Banking Law will be entitled to receive payment of the fair cash value of their shares if the merger or consolidation is effected, upon approval by less than eighty percent of the bank’s total voting power.”
(c) The agreement must be approved by the stockholders of each bank organized under the provisions of this law by vote of at least two-thirds of the voting power present or by such larger or smaller proportion not less than a majority of the voting power present as the articles may provide.
(4) The stockholders shall have the right, exercisable by the vote required for approval of the agreement, to propose amendments to the agreement, and if such amendments be concurred in by the stockholders of all of the other parties to the agreement in each case by the vote required for approval of the agreement, the agreement so amended, when certified, signed, and acknowledged as provided in this Section, shall be considered the merger or consolidation agreement.
(5) The fact that the agreement has been approved by the stockholders of each party thereto as hereinabove provided shall be certified on the agreement by the respective secretaries or assistant secretaries or cashiers or assistant cashiers, and the agreement, so approved and certified, shall be signed and acknowledged by the president or chief executive officer of each of the parties thereto.
(6) If the merger agreement does not amend the articles of the surviving bank, and if the shares of such bank to be issued or delivered under the agreement do not exceed fifteen percent of the shares of such bank of the same class outstanding immediately prior to the effectiveness of the merger, approval of the agreement by such bank’s stockholders shall not be required, and the secretary or assistant secretary or cashier or assistant cashier shall certify on the agreement that such approval is not required and the reasons therefor.
(7)(a) The agreement, so adopted, certified, and acknowledged, shall be filed with the commissioner, who, after all fees and charges have been paid as required by law, shall record the same in his office, endorse thereon the date and, if requested, the hour of filing thereof with him, and issue a certificate of merger or consolidation, which shall recite the names of all the merging and consolidating banks, whether a merger or consolidation is involved, the name of the surviving or consolidated bank, the date and, if endorsed on the agreement, the hour of filing the agreement with him, and the effective time of the merger or consolidation, if stated in the agreement. The agreement may be delivered to the commissioner in advance for filing as of any specified date and, if specified upon such delivery, as of any given time on such date within thirty days after the date of delivery.
(b) A copy of the certificate of merger or consolidation certified by the commissioner as well as the merger or consolidation agreement shall, within thirty days after issuance of the certificate, be filed for record with the office of the recorder of mortgages in the parish of the surviving or consolidated bank’s domicile.
(8) Notwithstanding stockholder approval and at any time prior to the effectiveness of the merger or consolidation, the merger or consolidation may be abandoned pursuant to a provision for such abandonment, if any, contained in the agreement of merger or consolidation.
(9) An agreement of merger or consolidation may provide that any consideration to be delivered to stockholders of any party to the consolidation or merger may consist of shares or secured or unsecured obligations of any corporation or bank, whether or not a party to the consolidation or merger, or cash or other consideration.
(10) Except for any merger or consolidation in which the surviving or consolidated bank is a national bank, before issuing a certificate of merger or consolidation, the commissioner shall consider the financial and managerial resources and future prospects of the existing and proposed institutions and whether the convenience and needs of the community will be served. If he finds that the public interest will not be served by permitting such merger or consolidation, he shall refuse to issue the certificate.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985; Acts 1988, No. 117, §1, eff. June 29, 1988; Acts 2003, No. 577, §1, eff. June 27, 2003.