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      RS 12:1-1102     


§1-1102.  Merger

A.  One or more domestic business corporations may merge with one or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger, or two or more eligible entities or foreign business corporations may merge into a new domestic business corporation to be created in the merger in the manner provided in this Part.

B.  A foreign business corporation, or a foreign eligible entity, may be a party to a merger with a domestic business corporation, or may be created by the terms of the plan of merger, only if the merger is permitted by the organic law governing the foreign business corporation or foreign eligible entity, and only if the requirements of that law concerning the merger have been satisfied.  A domestic eligible entity must approve the merger in accordance with the organic law applicable to it.

C.  The plan of merger must include all of the following:

(1)  The name of each domestic or foreign business corporation or eligible entity that will merge and the name of the domestic or foreign business corporation or eligible entity that will be the survivor of the merger.

(2)  The terms and conditions of the merger.

(3)  The manner and basis of converting the shares of each merging domestic or foreign business corporation and eligible interests of each merging eligible entity into shares or other securities, eligible interests, obligations, rights to acquire shares other securities or eligible interests, or into cash, other property, or any combination of the foregoing.

(4)  The articles of incorporation of any domestic or foreign business or nonprofit corporation, or the organic documents of any domestic or foreign unincorporated entity, to be created by the merger, or if a new domestic or foreign business or nonprofit corporation or unincorporated entity is not to be created by the merger, any amendments to the survivor's articles of incorporation or organic documents.

(5)  Any other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the articles of incorporation or organic document of any such party.

D.  Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with R.S. 12:1-120(L).

E.  The plan of merger may also include a provision that the plan may be amended prior to filing articles of merger, but if the shareholders of a domestic corporation that is a party to the merger are required or permitted to vote on the plan, the plan must provide that subsequent to approval of the plan by such shareholders the plan may not be amended to change any of the following:

(1)  The amount or kind of shares or other securities; eligible interests; obligations; rights to acquire shares, other securities or eligible interests; or the cash or other property to be received under the plan by the shareholders of or owners of eligible interests in any party to the merger.

(2)  The articles of incorporation of any corporation, or the organic documents of any unincorporated entity, that will survive or be created as a result of the merger, except for changes permitted by R.S. 12:1-1005 or by comparable provisions of the organic laws of any such foreign corporation or domestic or foreign unincorporated entity.

(3)  Any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.

F.  Property received through a conditional donation, grant, or devise, or held in trust or for charitable purposes under the laws of this state by an eligible entity shall not be diverted by a merger from the object for which it was donated, granted, or devised, except to the extent authorized by a court judgment based upon principles of cy pres or approximation.

G.  A person who is a member, interest holder, or an affiliate of an eligible entity with a charitable purpose shall not receive a direct or indirect financial benefit in connection with a merger to which the eligible entity is a party unless the person is itself a charitable corporation or unincorporated entity with a charitable purpose. This Subsection does not apply to the receipt of reasonable compensation for services rendered.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.

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