Business as Usual?

Louisiana has updated its corporate laws by adopting legislation modeled off the Model Business Corporation Act (“MBCA”). The new set of laws is named “The Louisiana Business Corporation Act” and will replace Louisiana’s Business Corporation Law, which was enacted in 1968. The change occurred on May 30, 2014 when the Governor signed HB319 into law as Act 328. The new provisions will go into effect on January 1, 2015.

The MBCA is a set of model laws created in 1950, and are regularly amended and updated by the American Bar Association’s Committee on Corporate Laws. The MBCA is meant to govern the functioning of public and private corporations. It has been adopted in whole or in part by a majority of the states.

Representative Franklin J. Foil (R – Baton Rouge) originally introduced HB408 in the 2013 Regular Session to adopt laws modeled off the MBCA based on the recommendation of the Louisiana State Law Institute. However, this bill died toward the end of the session. Thereafter, Rep. Foil introduced HB319 during the 2014 Regular Session, which was passed, thereby adopting much of the MBCA.

The newly adopted laws constitute a comprehensive update to Louisiana’s corporate law system and will bring substantial change in some areas. Merely by way of example, the law provides some protections to minority shareholders in closely-held corporation who are being “oppressed.”

It will be interesting to see the extent to which Louisiana courts will seek guidance from the decisions of other states that have operated under similar laws for many years.

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