Louisiana § RS 6:950.7 - Minority stockholders' rights

§ RS 6:950.7. Minority stockholders' rights

A.  Subject to the provisions of Subsection (B) of this Section, it shall be unlawful for an out-of-state savings and loan holding company or an out-of-state association to purchase for cash or any other form of consideration any voting security or percentage of ownership of any Louisiana association or Louisiana savings and loan holding company if, after consummation thereof, such out-of-state savings and loan holding company or out-of-state association would, directly or indirectly, be the beneficial owner of more than ten percent of the voting power or equity ownership of such Louisiana association or Louisiana savings and loan holding company, unless such purchase is made pursuant to a tender or exchange offer to the holders of all of the voting securities or all of the equity ownership, as the case may be.  Any such tender or exchange offer shall provide that if more securities or ownership interests are tendered than are proposed to be acquired by the offeror, the securities or interests shall be taken up, as nearly as may be, pro rata according to the number of voting securities or amount of equity ownership interests tendered by each shareholder or equity owner.

B.  The provisions of Subsection (A) of this Section shall not apply to:

(1)  Purchases by an out-of-state savings and loan holding company or out-of-state association of the shares of any Louisiana association or Louisiana savings and loan holding company of which it owns more than fifty percent of the total voting power.

(2)  Purchases which, when cumulated with all other acquisitions of voting securities or equity ownership interests during the preceding twelve months by such out-of-state savings and loan holding company or out-of-state association, whether by purchase or otherwise, do not exceed two percent of the voting power or equity interest.

(3)  Open market purchases on an exchange or in the over-the- counter market effected through a broker in which neither the purchaser nor the broker, or any person acting on their behalf, solicits the seller.

(4)  Transactions effected other than by way of a purchase of shares or equity ownership interests from the owner thereof.

C.  Solely for the purposes of this Section, the purchase of shares of or equity ownership interests in a Louisiana savings and loan holding company shall not be deemed to constitute the purchase of the shares of any association controlled by such savings and loan holding company.

Added by Acts 1986, No. 595, §1, eff. July 2, 1986.