Title 48, Securities, Corporations And Associations

(a) Copies of all advertisements, circulars, letters or other materials of the offeror or the offeree company, soliciting or requesting the acceptance or rejection of the takeover offer, shall be filed with the commissioner and sent to the offeree company or offeror, respectively…

(1) It is unlawful for any offeror or offeree company, or any affiliate or associate of an offeror or offeree company, or any broker-dealer acting on behalf of any offeror or offeree company to engage in any fraudulent, deceptive or manipulative acts or practices in connection wi…

(a) Upon any application for registration of a takeover offer, there shall be filed with the application the irrevocable written consent of the offeror that in suits, proceedings and actions growing out of this part, the service on the commissioner of any notice, process or plead…

(a) (1) This part shall be administered by the commissioner, who may exercise all powers granted to the commissioner by chapter 1 of this title which are not inconsistent with this part.(2) The commissioner is authorized to promulgate such rules and regulations, consistent with t…

(a) The commissioner shall charge a filing fee of one hundred dollars ($100) for a registration statement filed by an offeror and one hundred dollars ($100) for a request for hearing filed by an offeree company. (b) The expenses reasonably attributable to any hearing held under t…

Whenever it appears to the commissioner that any person, including an affiliate or associate of an offeror or offeree company, has engaged or is about to engage in any act or practice constituting a violation of this part or any rule or order hereunder, the commissioner may apply…

(a) (1) Any person, including an affiliate or associate of an offeror or offeree company, who knowingly violates any provision of this part, or any rule promulgated under this part, or any order issued by the commissioner under any provision of this part, commits a Class A misdem…

(a) Any offeror, who purchases a security in connection with a takeover offer not in compliance with this part or by means of any false statement of a material fact or omission to state a material fact necessary to make any statement made by the offeror not misleading, shall be l…

(a) This part does not apply to “state banks” as defined in § 45-1-103, to “savings and loan associations,” as defined by § 45-3-104, or to “public utilities,” as defined by § 65-4-101. (b) If the offeree company is a domestic insurance company whose takeover is subject to title …

(a) This part shall be known and may be cited as the “Tennessee Business Combination Act.” (b) The requirements of this part and parts 3-5 of this chapter shall be in addition to the requirements of applicable law, including chapters 11-27 of this title and to the applicable requ…

(1) The general assembly hereby finds and declares the following to be the public policy of this state:(1) “Resident domestic corporations,” as defined by this part, represent and affect, through their ongoing business operations, a variety of constituencies including Tennessee s…

(1) As used in this part, unless the context otherwise requires:(1) “Affiliate,” when used to indicate a relationship with an interested shareholder, means a person that directly or indirectly through one (1) or more intermediaries, controls, or is controlled by, or is under comm…

No resident domestic corporation which has a class of voting stock registered or traded on a national securities exchange or registered with the securities and exchange commission pursuant to § 12(g) of the Exchange Act (15 U.S.C. § 78l(g)), nor any of its officers and directors …

(1) Notwithstanding any other applicable provisions which may be contained in the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, or other Tennessee statutes to the contrary, no resident domestic corporation shall engage in any business combination, …

(1) If a business combination is subject to regulation under this part and the requisite approval for the business combination or acquisition of shares has not been obtained from the resident domestic corporation board of directors under § 48-103-205 prior to such interested shar…

(1) Business combinations which would otherwise be subject to regulation under § 48-103-205 or § 48-103-206 shall be exempt from regulation thereunder if one (1) or more of the following subdivisions are applicable:(1) Unless the charter of the resident domestic corporation provi…

(a) Actions for damages or other relief, including an injunction, against any proposed business combination which is or would be in violation of this part, may be brought by one (1) or more of the following parties:(1) The resident domestic corporation or any of its subsidiaries …

(a) If any clause, sentence, subparagraph, paragraph, subsection, section, article or other portion of this part or the application thereof to any person or circumstances shall be held invalid, such holding shall not affect, impair or invalidate the remainder of this part or the …

This part shall be known and may be cited as the “Tennessee Control Share Acquisition Act.”

(1) As used in this part, unless the context otherwise requires:(1) “Associate,” when used to indicate a relationship with any person means:(A) A person that directly or indirectly controls, or is controlled by, or is under common control with, the person specified or who is or i…

Control shares of a corporation that are acquired in a control share acquisition shall have only such voting rights as shall be conferred pursuant to § 48-103-307.

(1) Any person who has made a control share acquisition or who holds of record ten percent (10%) or more of the outstanding shares of the corporation and who announces a good faith intention to make a control share acquisition may deliver to the corporation personally or by regis…

(a) (1) If the acquiring person so demands contemporaneously with the delivery of a control share acquisition statement, the board of directors of the corporation, within twenty (20) days of the receipt of the demand, shall call a special meeting of shareholders for the purpose o…

The notice to the corporation's shareholders of any annual or special meeting at which the voting rights to be accorded shares acquired or to be acquired in a control share acquisition shall be directed to all shareholders of record of the corporation as of the record date set fo…

Control shares acquired in a control share acquisition shall have the same voting rights as all other shares of the same class or series only if approved by resolution of the corporation's shareholders at an annual or special meeting convened pursuant to § 48-103-306. Such resolu…

(a) Notwithstanding §§ 48-16-101 and 48-16-102, but subject to §§ 48-16-302 and 48-16-401, charter or bylaw provisions effective prior to the occurrence of a control share acquisition may authorize the redemption, at the option of the corporation, of all but not less than all con…

(a) (1) A charter or bylaw provision effective prior to the occurrence of a control share acquisition may provide that, in the event control shares acquired in a control share acquisition are accorded voting rights and the acquiring person has acquired control shares that confer …

(a) This part shall be applicable to any corporation as defined in § 48-103-302 whose charter or bylaws contain an express declaration that control share acquisitions respecting the shares of the corporation are governed by and subject to this part. (b) Sections 48-103-308 and 48…

Actions may be brought in any court of competent jurisdiction for violations of this part, in the same manner as any other civil action, by the corporation, the interested shareholder, by the other shareholders of issued and outstanding voting stock of the corporation, or by the …

(a) If any clause, sentence, subparagraph, paragraph, subsection, section, article or other portion of this part, or the application thereof to any person or circumstances, shall be held invalid, such holding shall not affect, impair or invalidate the remainder of this part or th…

This part shall be known and may be cited as the “Tennessee Authorized Corporation Protection Act.”

(1) The general assembly hereby finds and declares the following to be the public policy of this state:(1) “Authorized corporations,” as defined in § 48-103-403, have a substantial presence in Tennessee and, through their ongoing business operations in Tennessee, represent and af…

(1) “Authorized corporation” means a foreign corporation which is required to obtain a certificate of authority from the Tennessee secretary of state and which meets two (2) or more of the following tests:(1) The corporation has its principal place of business located in this sta…

(a) Sections 48-103-203 — 48-103-209 shall apply to an authorized corporation to the same extent as such provisions apply to a “resident domestic corporation,” as defined therein; provided, that the board of directors or shareholders of such foreign corporation have adopted a byl…

If any jurisdiction under the laws of which an authorized corporation is organized adopts any laws containing provisions that are expressly inconsistent with this part as applicable to such authorized corporation, this part shall be inapplicable to such authorized corporation to …

If any provision or clause of this part or application thereof to any corporation, person or circumstances is held invalid, such invalidity shall not affect other provisions or applications of this part which can be given effect without the invalid provision or application, and t…

(a) This part shall be known and may be cited as the “Tennessee Greenmail Act.” (b) The requirements of this part shall be applicable to any corporation chartered under the laws of Tennessee which has a class of voting stock registered or traded on a national securities exchange …

(1) As used in this part, unless the context otherwise requires:(1) “Associate,” when used to indicate a relationship with any person, means:(A) A person that, directly or indirectly, controls, or is controlled by, or is under common control with, the person specified or who is o…

(a) It is unlawful for any corporation subject to this part, including any subsidiary of such corporation, to purchase, directly or indirectly, any of its shares at a price above the market value of such shares from any person who holds more than three percent (3%) of the class o…

(a) Any person who sells securities to a corporation or any subsidiary of such corporation in violation of this part shall be liable to the corporation for damages equal to two (2) times the amount by which the aggregate sum paid for the purchase of such shares exceeds the maximu…

(a) If any clause, sentence, subparagraph, paragraph, subsection, section, article or other portion of this part or the application thereof to any person or circumstances shall be held invalid, such holding shall not affect, impair or invalidate the remainder of this part or part…