RS 6:271 Stockholders' preemptive rights - Louisiana Statutes

PART VII.  STOCKHOLDERS

§271.  Stockholders' preemptive rights

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

(1)  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. 6:252 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.

(2)  A stockholder shall have no preemptive right to subscribe for shares:

(a)  Which are to be issued for consideration other than cash.

(b)  Which are to be issued to satisfy conversion or option rights.

(c)  Which are issued pursuant to an employee benefit plan.

(3)  Shares which have been offered to stockholders 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, sold to, or subjected to rights or options in favor of, any other person or persons at a price not less than that at which they were offered to such stockholders.

Acts 1984, No. 719, §1, eff. Jan. 1, 1985.