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.
