US Laws, Codes, Statutes & Cases

§137.  Notice of control share acquisition

A.  Any person who proposes to make or has made a control share acquisition may at the person's election deliver an acquiring person statement to the issuing public corporation at the issuing public corporation's registered office.  

B.  However, if any of the shares to be acquired are being held in a trust account or any other type of account or fund on behalf of a safeguarded entity as defined in R.S. 12:130(2), the acquiring person statement shall be mandatory and shall be provided to the chairman of the board of trustees of the safeguarded entity or the administrator, or the corporate employee who is responsible for managing the entity.  The trustee, administrator, or manager shall upon receipt of such statement distribute copies to all interested persons as defined in R.S. 12:130(3).  

C.  The acquiring person statement shall set forth all of the following:

(1)  The identity of the acquiring person and each other member of any group of which the person is a part for purposes of determining control shares.  

(2)  A statement that the acquiring person statement is given pursuant to this Section.  

(3)  The number of shares of the issuing public corporation owned, directly or indirectly, by the acquiring person and each other member of the group.  

(4)  The range of voting power under which the control share acquisition falls or would, if consummated, fall.  

(5)  If the control share acquisition has not taken place:

(a)  A description in reasonable detail of the terms of the proposed control share acquisition; and

(b)  Representations of the acquiring person, together with a statement in reasonable detail of the facts upon which they are based, that the proposed control share acquisition, if consummated, will not be contrary to law, and that the acquiring person has the financial capacity to make the proposed control share acquisition.  

Acts 1987, No. 62, §1, eff. June 11, 1987; Acts 1991, No. 914, §1, eff. July 23, 1991.