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Louisiana’s Governor Signs Proclamation Regarding Virtual-Only Shareholder Meetings

On March 26, 2020, Louisiana’s governor, John Bel Edwards, signed Proclamation Number 37 JBE 2020 in response to the COVID-19 public health crisis. As part of this proclamation, Gov. Edwards suspended the provisions of the Louisiana Business Corporation Act (LBCA) governing shareholder meetings[1] to the extent that such provisions required shareholder meetings to be held at a physical location for shareholder meetings of Louisiana corporations that either (a) have a record date, or (b) require notice to be provided in connection therewith, or (c) are scheduled to occur on a date that falls during the public health emergency declared by Proclamation Number 25 JBE 2020 (or as extended by any subsequent proclamation made by the governor), which as of the date of this client alert is March 11, 2020 to April 13, 2020.

This proclamation resolves any uncertainty regarding whether Louisiana corporations can conduct shareholder meetings solely by remote communication in accordance with LBCA Section 1-709, without the necessity of having a physical location for such meetings (provided they qualify for the relief granted in the proclamation).

Louisiana corporations will still need to follow the provisions of LBCA Section 1-709 to enable their shareholders to participate in shareholder meetings remotely. LBCA Section 1-709 permits shareholders of Louisiana corporations to participate in any shareholder meeting by means of remote communication to the extent that the corporation’s board of directors has authorized such remote participation. Shareholders participating in a shareholder meeting by means of remote communication will be deemed to be present and may vote at a shareholder meeting if the corporation has implemented reasonable measures to (1) verify that each person participating remotely is a shareholder and (2) provide the shareholders a reasonable opportunity to participate and to vote on matters submitted to the shareholders, including an opportunity to communicate, to read or hear the proceedings, substantially concurrently with such proceedings.


[1] See Subpart A of Part 7, including subsection B of Section 1-701, subsection C of Section 1-703, and subsections A and E of Section 1-705 of the LBCA.

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Alexandra Clark Layfield Corporate Attorney Jones Walker Law Firm
Partner

Alexandra Layfield joined Jones Walker's Corporate & Securities Practice Group in 2008. Ms. Layfield's practice is exclusively transactional, concentrating principally on the areas of securities law, mergers and acquisitions, general corporate law and corporate governance matters.

Ms. Layfield's principal area of focus is counseling corporations on corporate governance matters and the related disclosure requirements of the securities laws and trading markets, including reviewing annual, quarterly, and current reports, proxy statements, and...

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Thomas Kimball, Jones Walker Law Firm, New Orleans, Corporate Law Attorney
Associate

Thomas D. Kimball is an associate in the firm’s Corporate & Securities Practice Group and practices from the firm’s New Orleans office. He is a 2016 graduate of the Loyola University New Orleans College of Law, where he received a juris doctor degree, summa cum laude, a Certificate in Law, Technology, and Entrepreneurship, and earned the William L. Crowe, Sr. Scholar distinction. In addition, Mr. Kimball was an Articles Editor on the Loyola Law Review Editorial Board and served in Loyola’s Entrepreneurship Project, a partnership with Propeller which aimed to provide free transactional legal services to New Orleans’ underserved business and non-profit communities.

Prior to law school, Mr. Kimball received his Bachelor of Science in Psychology, cum laude, from the University of New Orleans in 2009, where he was included on the Dean’s List for four semesters. Upon completing his undergraduate studies, he spent four years working for a large practice of psychologists performing psychological tests in various inpatient and outpatient settings, prisons, and schools across the region.

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