Louisiana Revised Statutes 6:355 – Effect of merger or consolidation
Terms Used In Louisiana Revised Statutes 6:355
- 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
- Contract: A legal written agreement that becomes binding when signed.
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Executor: A male person named in a will to carry out the decedent
- Fiduciary: A trustee, executor, or administrator.
- Fiduciary: means any person, firm, partnership, association, or state bank, including a usufructuary, who or which occupies a position of peculiar confidence toward any person, firm, association, partnership, trust, or estate. See Louisiana Revised Statutes 6:201
- Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- 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
- Trustee: A person or institution holding and administering property in trust.
Upon the effectiveness of the merger or consolidation, the effect thereof shall be that:
A. The several parties to the joint agreement shall be one bank which shall be:
(1) In the case of merger, one of the constituent banks into which it has been agreed that the others shall be merged, and which shall survive the merger for that purpose.
(2) In the case of consolidation, the new bank into which it has been agreed that the others shall be consolidated.
B. The separate existence of the constituent banks shall cease except that of the surviving bank in the case of merger.
C. The surviving or new bank shall possess all the rights, privileges, and franchises possessed by each of the former banks merged or consolidated.
D. All of the property and assets of whatsoever kind or description of each of the constituent banks, all franchises and interests including appointments, designations, and nominations, and all other rights and interests as trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, assignee, receiver, and in every other fiduciary capacity, all debts due on whatever account to any of the constituent banks including subscriptions for shares and other rights of action belonging to any of them shall be taken and be deemed to be transferred to and vested in the surviving or new bank without further act or deed, in the same manner and to the same extent as such rights, franchises, and interests would have been held or enjoyed by any one of the constituent banks whenever such matter comes into existence as a result of one of the nonsurviving constituent banks having been named in the act or document or other evidence that creates the right, interest, fiduciary relationship, or responsibility, such as a testament, trust indenture, or suspensively conditioned contract.
E. The surviving or new bank shall be responsible for all of the liabilities and obligations of each of the banks merged or consolidated in the same manner as if such surviving or new bank had itself incurred such liabilities or obligations; but the liabilities of such constituent banks or of their stockholders, members, directors, or officers shall not be affected, nor shall the rights of the creditors thereof, or of any persons dealing with such banks, be impaired by such merger or consolidation; and any claim existing or action or proceeding pending by or against any of such constituent banks may be prosecuted to judgment as if such merger or consolidation had not taken place, or the surviving or new bank may be proceeded against or substituted in place of such constituent bank.
F. In the case of a merger, the articles of the surviving bank shall be deemed amended to the extent of any changes therein stated in the merger agreement.
Acts 1984, No. 719, §1, eff. Jan. 1, 1985.