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      RS 12:212     


§212.  Shareholders' preemptive rights

Shareholders shall have only such preemptive rights as may be provided in the articles.  If the articles simply provide that "Shareholders shall have preemptive rights", then:

A.  Each holder of shares having voting rights shall, upon issuance for cash of shares having voting rights, have a preemptive right, during a reasonable period to be fixed by the board of directors (which need not exceed fifteen days after the giving or mailing of written notice to him of the terms and conditions on which such right is exercisable), to subscribe, at such price and upon such terms as may be fixed in the manner provided in R.S. 12:213, for such proportion of the shares to be issued, as the number of shares having voting rights held by him bears to the total number of shares having voting rights then outstanding.  

B.  A shareholder shall have no preemptive right to subscribe for shares:

(1)  Which are to be issued for consideration other than cash; or

(2)  Which are to be issued to satisfy conversion or option rights; or

(3)  Which are treasury shares.  

C.  Shares which have been offered to shareholders having a preemptive right at a price or upon terms duly fixed, and which have not been subscribed for by them within the period fixed by the board of directors, may thereafter, for one year following the end of such period, be issued or sold to any other person or persons at a price not less than that at which they were offered to such shareholders.  

Acts 1968, No. 105, §1.  

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