§1-1103.  Share exchange

A.  Through a share exchange, either of the following may occur:

(1)  A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic or foreign corporation, or all of the interests of one or more classes or series of interests of an eligible entity, in exchange for shares or other securities, eligible interests, obligations, rights to acquire shares or other securities, or for cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange.

(2)  All of the shares of one or more classes or series of shares of a domestic corporation may be acquired by another domestic or foreign corporation or eligible entity, in exchange for shares or other securities, eligible interests, obligations, rights to acquire shares or other securities, or for cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange.

B.  A foreign corporation or foreign eligible entity may be a party to a share exchange only if the share exchange is permitted by the organic law governing the foreign corporation or foreign eligible entity and only if the requirements of that law concerning the share exchange have been satisfied.

C.  The plan of share exchange must include all of the following:

(1)  The name of each corporation or eligible entity whose shares or interests will be acquired and the name of the corporation or eligible entity that will acquire those shares or interests.

(2)  The terms and conditions of the share exchange.

(3)  The manner and basis of exchanging shares of a corporation or interests in an eligible entity whose shares or interests will be acquired under the share exchange into shares or other securities, eligible interests, obligations, rights to acquire shares or other securities, or into cash, other property, or any combination of the foregoing.

(4)  Any other provisions required by the laws under which any party to the share exchange is organized or by the articles of incorporation or organic document of any such party.

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

E.  The plan of share exchange may also include a provision that the plan may be amended prior to filing articles of share exchange, but if the shareholders of a domestic corporation that is a party to the share exchange 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 either of the following:

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

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

F.  This Section does not limit the power of any person to acquire shares of another corporation or interests in an eligible entity in a transaction other than a share exchange.

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