2006 Louisiana Laws - RS 12:151 — Appointment of receiver

PART XV.  RECEIVERS

§151.  Appointment of receiver

A.  The court may, after trial, appoint a receiver to take charge of the corporation's property when it is made to appear, in a proceeding instituted against the corporation:

(1)  By any shareholder or creditor, that the directors or officers of the corporation are jeopardizing the rights of its shareholders or creditors by grossly mismanaging the business, or by committing gross and persistent ultra vires acts, or by wasting, misusing or misapplying the assets of the corporation; or

(2)  By any shareholder or creditor, that the corporation's property has been abandoned, or that, by failure of the shareholders to elect directors, or the failure of the directors or officers to serve, there is no one authorized to take charge of or conduct its affairs; or

(3)  By any creditor, that the corporation is insolvent, or such creditor's claim has been reduced to judgment, on which execution has been issued and returned "nulla bona"; or

(4)  By any creditor, that property of the corporation has been seized under judicial process by fraud or collusion between the corporation, its directors, officers or shareholders, and any creditor; or

(5)  By any shareholder, that a majority of the shareholders are violating the rights of minority shareholders and endangering their interests; or

(6)  By a shareholder or shareholders, severally or jointly, who have been registered owners for a period of not less than six months of not less than twenty per cent of the entire outstanding shares of the corporation, that either of the grounds for involuntary dissolution set forth in R.S. 12:143(A)(4) and (5) exists.  

B.  The qualifications of the receiver shall be the same as those of a liquidator set forth in R.S. 12:144.  

C.  The court may, ex parte, pending trial, (1) appoint a temporary receiver whose authority shall cease upon appointment of a receiver after trial or upon dismissal of the proceeding, (2) on the applicant furnishing security in the amount fixed by the court, enjoin the corporation and its directors, officers, agents and shareholders from disposing of its property or changing the status of its affairs to the injury of the applicant, and (3) stay proceedings by other persons against the corporation's property.

D.  If a receiver is appointed, after trial, on application by a shareholder or shareholders, the court shall make a reasonable allowance for the fees of the applicants' counsel, which, together with their other costs, shall be taxed as costs and paid out of the corporate assets.  The corporation or the receiver shall have the right to recover the amount of such costs from any directors, officers or shareholders whose conduct was the cause of the proceeding under subsection A(1) or (5) of this section.  If an application by a shareholder or shareholders is dismissed, and the court determines that the application was made in bad faith, the applicants shall be condemned to pay reasonable counsel fees and other expenses incurred by the corporation, or by the directors, officers or shareholders on whose conduct the application was based under subsection A(1) or (5) of this section.  In case of an application under subsection A(1) or (5) of this section, the court may require the applicant or applicants to post reasonable bond to cover their liability, if any, under this subsection.  

Acts 1968, No. 105, §1.