§ 12:1-1438 — Conversion of oppression proceeding into court-supervised dissolution

A. A corporation may by contradictory motion convert a withdrawal or valuation proceeding under R.S. 12:1-1435 or 1-1436 into a proceeding for a court-supervised dissolution of the corporation if the dissolution is approved as provided in R.S. 12:1-1402. If the court finds after the hearing on the conversion motion that the dissolution was approved as provided in R.S. 12:1-1402, it shall do all of the following:
(1) Render a judgment dissolving the corporation as provided in R.S. 12:1-1433.
(2) Dismiss the withdrawal or valuation cause of action.
(3) Make the complaining shareholder in the dismissed cause of action a party to the court-supervised dissolution proceeding.
(4) Appoint a liquidator in accordance with R.S. 12:1-1432, or order the corporation to submit to the court for its approval a plan of liquidation and such interim and final reports on the liquidation as the court may consider necessary to protect the interests of the complaining shareholder.
B. A motion under Subsection A of this Section may be filed at any time before final judgment.
C. If a corporation dissolves or terminates while a withdrawal or valuation proceeding under R.S. 12:1-1435 or 1-1436 is pending, but does not file a motion to convert the proceeding as provided in Subsection A of this Section, the complaining shareholder in the proceeding may by contradictory motion seek to convert the proceeding into one for a court-supervised dissolution of the corporation. If the court finds that the conversion is necessary to protect the interests of the shareholder, it shall grant the motion and take the actions contemplated by Subsection A of this Section for the conversion of a proceeding to a court-supervised dissolution.

Legislative History

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.