ENROLLED
2015 Regular Session
HOUSE RESOLUTION NO. 136
BY REPRESENTATIVE LORUSSO
A RESOLUTION
To urge and request the Louisiana State Law Institute to study and make recommendations
with respect to laws to be made applicable to minority shareholders in closely held
corporations.
WHEREAS, Louisiana state laws are minimal with respect to minority shareholders
in closely held corporations; and
WHEREAS, in a typical corporation, governing authority is found within an elected
board of directors; and
WHEREAS, majority shareholders may have voting power to control the board
which may adversely affect the rights of minority shareholders, including the rights of such
shareholders to be elected to the board, their receipt of dividend payments, employment
contracts within the corporation, and other actions that may affect participation or financial
rights; and
WHEREAS, in a closely held corporation, these actions may be particularly adverse
to minority shareholders because their investment in the corporation may be almost
exclusively affected by majority shareholders; and
WHEREAS, in an effort to increase fairness to minority shareholders in closely held
corporations, it is necessary to implement additional laws in this state relative to minority
shareholders, particularly including such shareholders' right of first refusal to purchase
property owned by a closely held corporation, the right to inspect the corporate records of
a closely held corporation, and the right to receive written notice from a closely held
corporation as it pertains to the purchase, sale, or lease of corporate property.
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THEREFORE, BE IT RESOLVED that the House of Representatives of the
Legislature of Louisiana does hereby urge and request the Louisiana State Law Institute to
study and make recommendations with respect to laws to be made applicable to minority
shareholders in closely held corporations and to report its findings and recommendations to
the legislature.
BE IT FURTHER RESOLVED that the Louisiana State Law Institute may evaluate
laws and procedures of other states relative to minority shareholders' rights of first refusal
to purchase property owned by the closely held corporation, rights and processes with
respect to the inspection of corporate records of a closely held corporation, and the right to
receive written notice from the closely held corporation as it pertains to the purchase, sale,
or lease of corporate property.
BE IT FURTHER RESOLVED that a copy of this Resolution be transmitted to the
Louisiana State Law Institute.
SPEAKER OF THE HOUSE OF REPRESENTATIVES
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