§1-1105. Merger between parent and subsidiary or between subsidiaries
A. Unless the articles of incorporation of any of the corporations otherwise provide,
or unless, in the case of a foreign subsidiary, approval by the subsidiary's board of directors
or shareholders is required by the laws under which the subsidiary is organized, a domestic
parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry
at least ninety percent of the voting power of each class and series of the outstanding shares
of the subsidiary that have voting power may do either of the following:
(1)Merge the subsidiary into itself or into another such subsidiary without the
approval of the shareholders of the parent corporation or board of directors or shareholders
of the subsidiary.
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§1-1105. Merger between parent and subsidiary or between subsidiaries
A. Unless the articles of incorporation of any of the corporations otherwise provide,
or unless, in the case of a foreign subsidiary, approval by the subsidiary's board of directors
or shareholders is required by the laws under which the subsidiary is organized, a domestic
parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry
at least ninety percent of the voting power of each class and series of the outstanding shares
of the subsidiary that have voting power may do either of the following:
(1) Merge the subsidiary into itself or into another such subsidiary without the
approval of the shareholders of the parent corporation or board of directors or shareholders
of the subsidiary.
(2) Merge itself into the subsidiary, without the approval of the board of directors
or shareholders of the subsidiary.
B. If under Subsection A of this Section approval of a merger by the subsidiary's
shareholders is not required, the parent corporation shall, within ten days after the effective
date of the merger, notify each of the subsidiary's shareholders that the merger has become
effective.
C. As a result of a merger pursuant to this Section, the articles of incorporation of
the parent corporation may be amended only as provided in R.S. 12:1-1005.
D. Except as provided in Subsections A, B, and C of this Section, a merger between
a parent and a subsidiary shall be governed by the provisions of this Part applicable to
mergers generally.