2006 Louisiana Laws - RS 12:140.11 — Definitions

PART XIII-A.  FOREIGN CORPORATIONS

§140.11.  Definitions

As used in R.S. 12:140.11 through 140.17:

(1)  "Control shares" means shares that, except for the provisions of this Part, would have voting power with respect to shares of an issuing public corporation that, when added to all other shares of the issuing public corporation owned by a person or in respect to which that person may exercise or direct the exercise of voting power, would entitle that person, immediately after acquisition of the shares, directly or indirectly, alone or as a part of a group, to exercise or direct the exercise of the voting power of the issuing public corporation in the election of directors within any of the following ranges of voting power:

(a)  One-fifth or more but less than one-third of all voting power.  

(b)  One-third or more but less than a majority of all voting power.

(c)  A majority or more of all voting power.  

(2)(a)  "Control share acquisition" means the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares.  

(b)  For purposes of this Paragraph, shares acquired within ninety days or shares acquired pursuant to a plan to make a control share acquisition are considered to have been acquired in the same acquisition.  

(c)  For purposes of this Paragraph, a person who acquires shares in the ordinary course of business for the benefit of others in good faith and not for the purpose of circumventing the provisions of this Part has voting power only of shares in respect of which that person would be able to exercise or direct the exercise of votes without further instruction from others.  

(d)  The acquisition of any shares of an issuing public corporation does not constitute a control share acquisition if the acquisition is consummated in any of the following circumstances:

(i)  Before May 4, 1988.  

(ii)  Pursuant to a contract existing before May 4, 1988 or pursuant to a tender offer or exchange offer made in writing before May 4, 1988 for any securities of an issuing public corporation whether the time for acceptance is extended on or after May 4, 1988, whether the offeror waives any conditions of the offer on or after May 4, 1988, and whether the transaction is closed on or after May 4, 1988.  

(iii)  Pursuant to the laws of successions, descent, and distribution.

(iv)  Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing the provisions of this Part.  

(v)  Pursuant to a merger or consolidation effected in compliance with Part XI of this Chapter if the issuing public corporation, or a wholly-owned subsidiary thereof, is a party to the agreement of merger or consolidation.  

(vi)  By an employee benefit plan or related trust of the issuing public corporation.  

(e)  The acquisition of shares of an issuing public corporation in good faith and not for the purpose of circumventing the provisions of this Part or from:

(i)  Any person whose voting rights had previously been authorized by shareholders in compliance with the provisions of this Part; or

(ii)  Any person whose previous acquisition of shares of an issuing public corporation would have constituted a control share acquisition but for Subparagraph (d) of this Paragraph does not constitute a control share acquisition, unless the acquisition entitles any person, directly or indirectly, alone or as a part of a group, to exercise or direct the exercise of voting power of the corporation in the election of directors in excess of the range of the voting power otherwise authorized.  

(3)  "Interested shares" means the shares of an issuing public corporation in respect of which any of the following persons may exercise or direct the exercise of the voting power of the corporation in the election of directors:

(a)  An acquiring person or member of a group with respect to a control share acquisition.  

(b)  Any officer of the issuing public corporation.  

(c)  Any employee of the issuing public corporation who is also a director of the corporation.  

(4)(a)  "Issuing public corporation" means a foreign corporation required to have a certificate of authority to transact business in Louisiana pursuant to R.S. 12:301 if such foreign corporation has:

(i)  One hundred or more shareholders;

(ii)  Its principal place of business, its principal office, or directly or through one or more subsidiaries, substantial assets or real property within Louisiana; and

(iii)  One or more of the following:

(aa)  More than ten percent of its shareholders reside in Louisiana.

(bb)  More than ten percent of its shares owned by Louisiana residents.  

(cc)  Ten thousand shareholders reside in Louisiana.  

(dd)  Two thousand of its employees reside in Louisiana.  

(b)  The residence of an employee is presumed to be the address appearing in the personnel records of the corporation.  The residence of a shareholder is presumed to be the address appearing in the records of the corporation.  Shares held by banks, except when held as trustee, guardian, or tutor, by brokers, or by nominees shall be disregarded for purposes of calculating the percentages or numbers described in this Paragraph.  

Acts 1988, No. 173, §1, eff. June 29, 1988.