2006 Louisiana Laws - RS 12:56 — Convertible securities and stock-purchase rights

§56.  Convertible securities and stock-purchase rights

A.  Unless the articles provide otherwise, a corporation shall have authority, whether or not in connection with the issuance and sale of any of its shares or other securities, to create and issue rights and options in any form, granting to the holders thereof:

(1)  The right to convert, upon such terms and conditions as the corporation may deem expedient, shares or obligations into shares of any class; or

(2)  The right or option to purchase, upon such terms and conditions as it may deem expedient, shares of any class.  

B.  Unless the articles provide otherwise, such authority shall be exercised by vote of the board of directors.  

C.  Such conversion or option rights shall be exercisable at such price as determined by the board of directors (or by the shareholders by vote of a majority of the voting power present, if the articles reserve to the shareholders the right to fix the consideration for issuance of the shares), except that if the shares in respect of which option or debt conversion rights are issued have a par value and are not treasury shares, then such conversion or option rights shall be exercisable at not less than the par value of such shares.  

D.  Shares shall not be converted into par-value shares (other than treasury shares) having a greater aggregate par value than the aggregate allocated value, at the time of conversion, of the shares to be converted.  

E.  Converted shares shall be cancelled.  

Acts 1968, No. 105, §1; Acts 1988, No. 455, §1, eff. July 10, 1988.