Minority Shares Under the Louisiana Business Corporation Act: Expulsion, Oppression, and Fiduciary Duty

Abstract

Between 1968 and 2014, corporations were governed by the Louisiana Business Corporation Law (LBCL). Neither the LBCL nor Louisiana case law afforded minority shareholders a remedy for “oppression” by their corporation or its controlling shareholders. With respect to dissenters’ rights under the LBCL, nonconsenting shareholders were entitled to demand the judiciallydetermined “fair cash value” of their shares in only two situations: (1) when less than 80% of the total voting power approved a merger or sale of all assets, or (2) in the case of a short-form merger when the subsidiary was at least 90% owned by the parent company.