RÉSUMÉ DIGEST
ACT 83 (HB 666) 2015 Regular Session Reynolds
Relative to the regulation of banks existing law includes statutory references to repealed
provisions of law. New law removes or updates those references.
New law allows the articles of incorporation for banks or bank holding companies to include
provisions that allow ownership rights over cash, property, or share dividends, shares
issuable to shareholders in connection with a reclassification of stock, or the redemption
price of redeemed shares to revert in full to the bank or bank holding company in certain
circumstances. New law limits those reversion events to circumstances in which the entitled
shareholder or property owner has not claimed the shares once they have become issuable
or the dividend or redemption price once they have become payable within a reasonable time.
New law indicates that a "reasonable time" shall not, in any event, be less than one year after
the shares became issuable or after the dividend or redemption price became payable.
New law further limits those reversion events to circumstances in which the bank or bank
holding company has made "reasonable efforts" to deliver the certificates for the shares or
pay the dividend or redemption price to the shareholder within that "reasonable time".
New law requires that the "reasonable time" has expired and the "reasonable efforts" have
been made by the bank or bank holding company before ownership of the cash, property, or
share dividends, shares issuable to shareholders in connection with a reclassification of stock,
or the redemption price of redeemed shares may revert in full to the bank or bank holding
company. However, new law authorizes, regardless of the existence of one of these
provisions and regardless of whether the requirements imposed on these provisions have
been satisfied, the bank or bank holding company to pay the amount of any cash, property
dividend, or redemption price or to issues any shares, ownership of which has reverted to the
bank or bank holding company, to the entity who would be entitled thereto had the reversion
not occurred.
New law allows the articles of incorporation for banks or bank holding companies to include
provisions that eliminate or limit the personal liability of their directors and officers to the
corporation or to their shareholders for monetary damages when they breach their fiduciary
duty as a director or officer.
New law prohibits these limited liability provisions from eliminating or limiting the liability
of directors or officers for:
(1)Any breach of a duty of loyalty to the bank, bank holding company, or its
shareholders.
(2)Acts or omissions not in good faith or involving intentional misconduct or involving
a knowing violation of law.
(3)Any transaction from which the director or officer derived an improper personal
benefit.
(4)Any act or omission that occurred prior to the date the provision became effective.
Effective August 1, 2015.
(Amends R.S. 6:213(B), 291(D) and (E), 705(C)(2), 786(D), and 1191(C); Adds R.S.
6:213(C))