Louisiana Revised Statutes 6:352.1 – Share exchange procedure
Terms Used In Louisiana Revised Statutes 6:352.1
- 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
- Capital: means the sum of capital stock, surplus, and undivided profits or, as to mutual state banks, as defined by 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.
- 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
- 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
A. With the approval of the commissioner, all of the outstanding shares of one or more classes or series of capital stock of a financial institution may be acquired by another bank, savings bank or association, or a holding company or holding company in formation for any of the foregoing, hereinafter referred to as the “acquiring entity”, if the board of directors of each party to the transaction adopts a plan of exchange and the shareholders of the financial institution whose shares will be acquired approve the plan of exchange in the manner provided in Subsection E of this Section.
B. The plan of exchange, accompanied by all fees and charges, shall be submitted to the commissioner for approval and shall set forth all of the following:
(1) The name of the state financial institution whose shares will be acquired and the name of the acquiring entity.
(2) The terms and conditions of the share exchange.
(3) The manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring entity, or for cash or other property in whole or part.
C. The plan of exchange may set forth other provisions relating to the exchange.
D. This Section does not limit the power of an acquiring entity to acquire all or part of the shares of one or more classes or series of another state financial institution through a voluntary exchange or otherwise.
E. After adopting a plan of exchange, the board of directors of the state financial institution whose shares will be acquired in the share exchange shall submit the plan of exchange for approval by its shareholders. The financial institution shall give written notice to each shareholder, whether or not entitled to vote, of the annual or special meeting at which the plan of exchange will be voted on. The notice shall include a statement that the purpose, or one of the purposes, of the meeting is to consider the plan of exchange and shall contain or be accompanied by a copy or summary of the plan of exchange, and the notice shall include, if applicable, the following statement:
“Dissenting shareholders 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 share exchange is effected upon approval by less than eighty percent of the corporation‘s total voting power.”
F. Unless this Chapter, or the articles of the state financial institution whose shares are to be acquired, require a greater vote or a vote by class or series, the plan of exchange to be authorized shall be approved by a vote of at least two-thirds of the voting power present of each class or series included in the share exchange, voting separately as a class, or by such larger or smaller vote, though not less than a majority of the voting power present, or of the total voting power of each class or series included in the share exchange, voting separately as a class, as the articles may require, at a meeting of shareholders of the state financial institution for which notice has been given in accordance with Subsection E of this Section. When the articles specify the vote required to effect a merger of such institution but do not specify the vote required for a share exchange, the vote specified in the articles to effect a merger shall be the vote required to effect the share exchange. It shall not be necessary for the shareholders of the acquiring entity to approve a share exchange, unless that entity’s articles provide otherwise or provide expressly that a shareholder vote shall be required to approve a merger that under this Chapter would not otherwise be required to be approved by shareholders, in which case the share exchange shall be approved by the same vote as required to approve a merger.
G. After a share exchange is authorized, and at any time before articles of share exchange are filed, the planned share exchange may be abandoned, subject to any contractual rights, without further shareholder action, in accordance with the procedure set forth in the plan of exchange, or if none is set forth, in the manner determined by the respective boards of directors.
H.(1) After a plan of exchange is approved by the shareholders of the financial institution whose shares will be acquired, and the shareholders of the acquiring entity, if required, and after approval by the commissioner of the share exchange, the acquiring entity shall deliver to its chartering agency articles of share exchange or such other documents required by law or regulation governing such acquiring entity. A duplicate original of the articles of exchange or other document required to be filed with the chartering agency of the acquiring entity and a copy of any certificate or other document issued by such agency shall, within thirty days after issuance of the certificate or other document by the chartering agency, be filed for record with the commissioner and in the appropriate records of the parish of domicile of the financial institution whose shares have been acquired.
(2)(a) If no document is required to be filed with the acquiring entity’s chartering agency, after a plan of exchange is approved by the shareholders of the financial institution whose shares will be acquired, and the shareholders of the acquiring entity, if required, and after approval by the commissioner of the share exchange, the state financial institution whose shares are being acquired shall deliver to the commissioner for filing articles of exchange executed by the president and acknowledged by the secretary or cashier of the state financial institution, setting forth the following:
(i) The plan of exchange.
(ii) The designation, number of outstanding shares, and number of votes entitled to be cast by each class or series included in the share exchange.
(iii) Either the total number of votes cast for and against the plan of exchange by each class or series entitled to vote, or the total number of votes cast for the plan of exchange by each class or series entitled to vote, and a statement that the number cast for the plan of exchange by each class or series entitled to vote was sufficient for approval by that class or series.
(b) Upon receipt of the articles of share exchange, the commissioner, after all fees and charges have been paid as required by regulation, shall record the articles of share exchange in his office, endorse thereon the date, and, if requested, the hour of filing thereof with him, and issue a certificate of share exchange, which shall recite the names of the acquiring entity and of the financial institution whose shares were acquired, the date, and, if endorsed on the agreement, the hour of filing of the articles of share exchange with him, and the effective time of the share exchange. The articles of share exchange 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. Unless otherwise specified in the plan of exchange, the share exchange shall take effect on the date on which the articles of share exchange were delivered to the commissioner for filing. A copy of the certificate of share exchange certified by the commissioner as well as the executed articles of exchange shall, within thirty days after issuance of the certificate, be filed in the appropriate records of the parish of the domicile of the financial institution whose shares have been acquired.
(3), (4) Repealed by Acts 2003, No. 57, §2, eff. May 23, 2003.
I. When a share exchange takes effect, the shares of the acquired financial institution are exchanged as provided in the plan of exchange, and the former holders of the shares are entitled only to the exchange rights provided in the plan of exchange or, if applicable, to those rights as established under La. Rev. Stat. 6:376.
Acts 2001, No. 876, §1, eff. June 26, 2001; Acts 2003, No. 17, §1, eff. May 23, 2003; Acts 2003, No. 57, §§1 and 2, eff. May 23, 2003; Acts 2003, No. 60, §1, eff. May 23, 2003.