§ 12:1502 — Actions against persons who control business organizations

§1502. Actions against persons who control business organizations
A. The provisions of this Section shall apply to all business organizations formed
under the laws of this state and shall be applicable to actions against any officer, director,
shareholder, member, manager, general partner, limited partner, managing partner, or other
person similarly situated. The provisions of this Section shall not apply to actions governed
by R.S. 12:1-622, 1-833, 1-1407, or 1328(C).
B. The term "business organization" includes any entity formed under the laws of
this state engaged in any trade, occupation, profession, or other commercial activity including
but not limited to professions licensed by a state or other governmental agency. This Section
shall apply without limitation to corporations, incorporated or unincorporated associations,
partnerships, limited liability partnerships, partnerships in commendam, limited liability
companies, or cooperative associations or other entities formed under the laws of this state.
C. No action for damages against any person described in Subsection A of this
Section for an unlawful distribution, return of an unlawful distribution, or for breach of
fiduciary duty, including without limitation an action for gross negligence, but excluding any
action covered by the provisions of Subsection D of this Section, shall be brought unless it
is filed in a court of competent jurisdiction and proper venue within one year from the date
of the alleged act, omission, or neglect, or within one year from the date that the alleged act,
omission, or neglect is discovered or should have been discovered, but in no event shall an
action covered by the provisions of this Subsection be brought more than three years from
the date of the alleged act, omission, or neglect.
D. No action for damages against any person listed in Subsection A of this Section
for intentional tortious misconduct, or for an intentional breach of a duty of loyalty, or for
an intentional unlawful distribution, or for acts or omissions in bad faith, or involving fraud,
or a knowing and intentional violation of law, shall be brought unless it is filed in a court of
competent jurisdiction and proper venue within two years from the date of the alleged act or
omission, or within two years from the date the alleged act or omission is discovered or
should have been discovered, but in no event shall an action covered by the provisions of this
Subsection be brought more than three years from the date of the alleged act or omission.
E. The time limitations provided in this Section shall not be subject to suspension
on any grounds or interruption except by timely suit filed in a court of competent jurisdiction
and proper venue.
F. This Section shall be applied both retrospectively and prospectively as to claims
to which a vested right has not attached; however, as to any alleged act, omission, or neglect
for which the time period for bringing an action would otherwise be shortened by Subsection
C of this Section, such action shall be filed in a court of competent jurisdiction and proper
venue on or before the earlier of the end of the time period for bringing such action prior to
June 28, 2001, or September 1, 2002. Any claim or alleged act or omission for which the
time period for bringing an action would otherwise be shortened by Subsection D of this
Section shall be filed in a court of competent jurisdiction and proper venue on or before the
earlier of the end of the time period for bringing such action prior to June 28, 2001, or
September 1, 2002, in any case without regard to the date of discovery of the alleged act or
omission.

Legislative History

Acts 2001, No. 1126, §1, eff. June 28, 2001; Acts 2014, No. 328, §1, eff. Jan. 1, 2015.