By: Hannah D. Robinson and Ben K. Jumonville

On March 26, 2020, Governor John Bel Edwards issued Emergency Proclamation 37 JBE 2020 (the “Proclamation”) providing certain measures intended to aid Louisiana businesses in navigating the COVID-19 pandemic, including a temporary suspension of the statutory requirement that Louisiana corporations notice and hold annual and special shareholder meetings at a physical location.

Generally, corporations governed by the Louisiana Business Corporation Act (the “Act”) are required to hold annual shareholder meetings, as well as “special” shareholder meetings under certain circumstances. The Act provides that annual and special shareholder meetings are to be held at the corporation’s principal office, unless the time and location is designated in the corporate bylaws, in the case of annual meetings, or in the corporate bylaws or through resolutions adopted by the corporation’s board of directors, in the case of special meetings.

Section 5 of the Proclamation suspends any such physical location requirements contained in the Act for any shareholder meeting that either:

(a) has a record date that falls within the public health emergency declared by Governor Edwards pursuant to Emergency Proclamation Number 25 JBE 2020 (originally in effect commencing March 11, 2020 to April 9, 2020), or any extension thereof pursuant to a subsequent proclamation;

(b) requires notice to be given in connection with such shareholder meeting during the public health emergency declared by Governor Edwards pursuant to Emergency Proclamation Number 25 JBE 2020 (originally in effect commencing March 11, 2020 to April 9, 2020), or any extension thereof pursuant to a subsequent proclamation; or

(c) is scheduled to occur during the public health emergency declared by Governor Edwards pursuant to Emergency Proclamation Number 25 JBE 2020 (originally in effect commencing March 11, 2020 to April 9, 2020), or any extension thereof pursuant to a subsequent proclamation.

In light of federal and state guidelines on social distancing implemented in connection with the novel coronavirus, corporations governed by the Act may want to take advantage of the Proclamation and conduct shareholder meetings by means of remote communication utilizing the remote participation provisions contained in the Act. Alternatively, in lieu of a shareholder meeting, the Act permits shareholders to approve by written consent any corporate action requiring a vote of the shareholders, provided such written consent is signed by all of the shareholders entitled to vote on the action. Corporations considering conducting a shareholder meeting remotely or taking action pursuant to shareholder written consent should carefully review their bylaws and other corporate governance documents prior to taking any such action.

The Proclamation does not apply to entities not governed by the Act, including, for example, limited liability companies and partnerships.

A copy of the Proclamation can be found here.