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 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.
There are a number of legal and practical issues that a company must consider if holding a “virtual-only” meeting, and Jones Walker is available to assist. For additional information regarding holding a virtual-only meeting (including providing a notice of change of location to switch to a virtual-only from either an in-person or hybrid meeting), see our client alert titled “How to Hold a Virtual Annual Meeting During the COVID-19 Pandemic,” which can be found here.