Louisiana § RS 6:865 - Voluntary transfer of assets

§ RS 6:865. Voluntary transfer of assets

A.(1)(a)  With the prior written consent of the commissioner, which consent shall be attached to the instrument of sale or other disposition, any state stock or mutual association may sell, lease, exchange, or otherwise dispose of all, or substantially all of its assets to any other financial institution after having obtained the consent of the stockholders holding at least two-thirds of the voting stock of a stock association or at least a majority of the members present in person, or by proxy, at a meeting of a mutual association, and also taking into consideration the institution's compliance with R.S. 6:124.1.

(b)  Consent of each stockholder or member shall be expressed either in writing executed and acknowledged by the stockholders or members and attached to the instrument of sale or other disposition, or to a copy thereof, or by a vote at a stockholders or members meeting called for that purpose.

(2)  The transfer agreement shall contain provisions for the payment of liabilities of the selling association, and it may contain provisions for the transfer of all deposits to a purchasing financial institution.  However, the transfer agreement shall be subject to the right of every depositor of the selling association to withdraw their deposit in full on demand after the transfer, irrespective of the terms under which it was deposited with the selling association.

B.  After such authorization by vote of the stockholders or members, the board of directors may abandon such sale, lease, exchange, or other disposition of assets subject to the rights of third parties under any contracts relating thereto without action or approval by the stockholders or members.

C.  This Section shall not be construed to authorize a conveyance or other disposition of assets which would defraud the association's creditors or minority stockholders or members or its stockholders or members without voting rights.

D.  An action or suit to enjoin or set aside a conveyance by a state association on the grounds that there has not been compliance with the provisions of this Section, relating to the sale or other disposition of assets of the state association, must be brought within ninety days after the action purporting to authorize such disposition was taken.  This time limit shall not be subject to suspension on any ground nor to interruption except by timely filing of suit.

Acts 1983, No. 675, §1; Acts 1993, No. 459, §1, eff. July 1, 1993; Acts 1994, 3rd Ex. Sess., No. 61, §1, eff. July 6, 1994.