Terms Used In Louisiana Revised Statutes > Title 12 > Chapter 22 > Part IX - Merger

• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
• Appellate: About appeals; an appellate court has the power to review the judgement of another lower court or tribunal.
• Appraisal: A determination of property value.
• Articles of organization: means documents filed under Louisiana Revised Statutes 12:1301
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• Business: means any trade, occupation, profession, or other commercial activity, including but not limited to professions licensed by a state or other governmental agency whether or not engaged in for profit. 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 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.
• Corporation: means a corporation formed under the laws of this state or a foreign corporation as defined in this Section. See Louisiana Revised Statutes 12:1301
• Deed: The legal instrument used to transfer title in real property from one person to another.
• Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
• 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
• Foreign limited liability company: means a limited liability company formed under the laws of any state other than this state. See Louisiana Revised Statutes 12:1301
• Foreign limited partnership: means a limited partnership formed under the laws of any state other than this state or under the laws of any foreign country. See Louisiana Revised Statutes 12:1301
• interest: means a member's rights in a limited liability company, collectively, including the member's share of the profits and losses of the limited liability company, the right to receive distributions of the limited liability company's assets, and any right to vote or participate in management. 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.
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Limited partnership: means a partnership in commendam formed under the laws of this state or a foreign limited partnership as defined in this Section. See Louisiana Revised Statutes 12:1301
• 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
• New entity: means the entity into which constituent entities consolidate, as identified in the agreement or certificate of consolidation provided for in Louisiana Revised Statutes 12:1301
• Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
• 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.
• Partnership: means a partnership formed under the laws of this state or a foreign partnership as defined in this Section. See Louisiana Revised Statutes 12:1301
• Person: means a natural person, corporation, partnership, limited partnership, domestic or foreign limited liability company, joint venture, trust including a common law trust, business trust, statutory trust, voting trust, or any other form of trust, estate, or association. See Louisiana Revised Statutes 12:1301
• Service of process: The service of writs or summonses to the appropriate party.
• 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
• Surviving entity: means the constituent entity surviving a merger, as identified in the agreement or certificate of merger provided for in Louisiana Revised Statutes 12:1301
• Trial: A hearing that takes place when the defendant pleads "not guilty" and witnesses are required to come to court to give evidence.
• Writ: A formal written command, issued from the court, requiring the performance of a specific act.