Louisiana Article 13 — Dissenters' Rights is a legal provision that grants certain rights to shareholders who dissent from certain corporate actions in the state of Louisiana. The goal of this article is to protect minority shareholders from being unfairly treated or having their investments undervalued when major corporate decisions are being made. Under Louisiana Article 13 — Dissenters' Rights, shareholders who disagree with certain corporate actions have the right to dissent and demand fair compensation for their shares. This typically occurs when a corporation intends to engage in actions such as mergers, consolidations, or certain amendments to the Articles of Incorporation. Shareholders who dissent are often referred to as "dissenters" or "appraisal rights shareholders." The Louisiana Revised Statutes (R.S.) lay out specific rules and procedures that dissenters must follow in order to exercise their rights under Article 13. These procedures are in place to ensure a fair process for both the dissenters and the corporation. There are several types of Louisiana Article 13 — Dissenters' Rights, each corresponding to different corporate actions: 1. Mergers: Dissenters have the right to demand fair compensation for their shares if the corporation plans to merge with another entity. This is to protect shareholders who believe that the value of their shares will be negatively affected by the merger. 2. Consolidations: Similar to mergers, when a corporation plans to consolidate with another entity, dissenters have the right to dissent and demand fair compensation for their shares. This provision applies to protect shareholders who believe that their rights will be compromised after the consolidation. 3. Amendments to the Articles of Incorporation: If a corporation plans to amend its Articles of Incorporation in a manner that could significantly affect the shareholders' interests, dissenters have the right to dissent and demand fair compensation. This provision aims to safeguard shareholders who fear that the proposed amendment may undermine their ownership rights or diminish the value of their shares. When a shareholder decides to dissent, they must follow the specific procedures outlined in Louisiana Revised Statutes. These procedures usually involve giving notice to the corporation within a specified timeframe and meeting other requirements to ensure that their dissent is valid and will be considered. It is important for dissenting shareholders to seek legal counsel when exercising their rights under Louisiana Article 13 — Dissenters' Rights. This will help ensure that they understand the process, meet all the requirements, and receive fair compensation for their shares. Overall, Louisiana Article 13 — Dissenters' Rights is a crucial legal provision that protects shareholders in Louisiana from potential unfair treatment during major corporate actions such as mergers, consolidations, and amendments to the Articles of Incorporation. It grants dissenting shareholders the right to demand fair compensation for their shares and aims to maintain a fair balance between majority and minority shareholders.