2006 Louisiana Laws - RS 12:92 — Liability of directors and officers

§92.  Liability of directors and officers

A.  If a corporation has transacted any business in violation of R.S. 12:26, the officers who participated therein and the directors shall be liable jointly and severally with the corporation and each other for the debts or liabilities of the corporation arising therefrom.  

B.  Any officers or directors who knowingly, or without the exercise of reasonable care and inquiry, consent to the issuance of shares in violation of the provisions of this Chapter or of prior statutes, shall be liable jointly and severally to the corporation and any person who suffers any loss or damage as a result thereof.  

C.  If property or services taken in payment for shares are grossly overvalued contrary to the provisions of this Chapter, the officers or directors who knowingly, or without the exercise of reasonable care and inquiry, consented thereto, or voted in favor thereof, shall be liable jointly and severally to the corporation for the benefit of creditors or shareholders, as their respective and relative interests may appear, for any loss or damage arising therefrom.  

D.  If any dividend shall be paid in violation of this Chapter, or if any other unlawful distribution, payment or return of assets be made to the shareholders, or if the corporation purchase or redeem any of its own shares in violation of this Chapter, the directors who knowingly, or without the exercise of reasonable care and inquiry, voted in favor thereof shall be liable jointly and severally to the corporation, or to creditors of the corporation, or to both, in an amount equal to the amount of the unlawful distribution.  An action to enforce such liability must be brought within two years from the date on which the distribution was made, and this time limit shall not be subject to suspension on any ground, nor to interruption except by timely suit.  

E.  A director shall, in the performance of his duties, be fully protected in relying in good faith upon the records of the corporation and upon such information, opinions, reports, or statements presented to the corporation, the board of directors, or any committee thereof by any of the corporation's officers or employees, or by any committee of the board of directors, or by any counsel, appraiser, engineer, including a petroleum reservoir engineer, or independent or certified public accountant selected with reasonable care by the board of directors or any committee thereof or any officer having the authority to make such selection, or by any other person as to matters the director reasonably believes are within such other person's professional or expert competence and which person is selected with reasonable care by the board of directors or any committee thereof or any officer having the authority to make such selection.  

F.  If a corporation has failed to make employer contributions as prescribed in R.S. 23:1536, or has failed to properly file reports required by R.S. 23:1538, those officers or directors having control of filing such reports and remitting such contributions shall be personally liable for the total amount of such contributions not collected, accounted for, or not remitted, together with any interest, penalties, and fees accruing thereon.  Collection of the total amount due may be made from any one or any combination of such officers or directors by use of any of the alternative remedies for the collection of said funds.  No employee who is not an officer or director shall be found personally liable for failure to make employer contributions as required by law.  

G.  The board of directors, when evaluating a tender offer or an offer to make a tender or exchange offer or to effect a merger or consolidation may, in exercising its judgment in determining what is in the best interest of the corporation and its shareholders, consider the following factors and any other factors which it deems relevant:

(1)  Not only the consideration being offered in the proposed transaction in relation to the then current market price for the outstanding capital stock of the corporation, but also the market price for the capital stock of the corporation over a period of years, the estimated price that might be achieved in a negotiated sale of the corporation as a whole or in part or through orderly liquidation, the premiums over market price for the securities of other corporations in similar transactions, current political, economic, and other factors bearing on securities prices and the corporation's financial condition and future prospects.  

(2)  The social and economic effects of such transaction on the corporation, its subsidiaries, or their employees, customers, creditors, and the communities in which the corporation and its subsidiaries do business.

(3)  The business and financial conditions and earnings prospects of the acquiring party or parties, including, but not limited to, debt service and other existing or likely financial obligations of the acquiring party or parties, and the possible effect of such conditions upon the corporation and its subsidiaries and the communities in which the corporation and its subsidiaries do business.  

(4)  The competence, experience, and integrity of the acquiring party or parties and its or their management.  

Acts 1968, No. 105, §1; Acts 1984, No. 841, §1, eff. July 13, 1984; Acts 1987, No. 463, §1; Acts 1988, No. 455, §1, eff. July 10, 1988; Acts 1989, No. 612, §1, eff. July 6, 1989.