reglab/housing_qa huggingface dataset:
TN Code § 48-103-304 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 3 - Tennessee Control Share Acquisition Act|§ 48-103-304. Control Share Acquisition Statement

 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 registered mail at its principal place of business and at its registered office in this state, a control share acquisition statement which shall contain the following:   The identity of the acquiring person and any associate of the acquiring person;   A statement that it is being made and delivered pursuant to the Tennessee Control Share Acquisition Act;   If the acquiring person is not a resident of this state, an agreement that the acquiring person may be served with process in this state in any proceeding arising out of or relating to the control share acquisition and irrevocably appointing the secretary of state as its agent to accept service of process in any such proceeding, specifying the address to which a copy of such process shall be mailed by the secretary of state;   The number and class or series of shares of the corporation owned, directly or indirectly, by the acquiring person and each associate of the acquiring person prior to the control share acquisition;   The number and class or series of shares acquired or proposed to be acquired pursuant to the control share acquisition and the range of voting power within which the control share acquisition is or, if consummated, would be, as such ranges are defined in § 48-103-302(4); and   A description of the terms and conditions of the proposed or completed control share acquisition including, but not limited to, the prices paid by the acquiring person in a control share acquisition, the dates upon which the shares were acquired, and if the control share acquisition has not taken place, a statement by the acquiring person with respect to the acquiring person's financial capacity to consummate the proposed control share acquisition together with a concise description of the material facts upon which the statement is based.
TN Code § 48-103-305 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 3 - Tennessee Control Share Acquisition Act|§ 48-103-305. Meeting to Consider Control Share Voting Rights

   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 of considering the voting rights to be accorded the control shares acquired or to be acquired in the control share acquisition. The demand will not be effective unless accompanied by an undertaking to pay the corporation's reasonable expenses in connection with noticing and holding the special meeting, which expenses shall not include any expenses of the corporation in opposing a resolution to accord voting rights to the acquiring person.   Promptly after the board has called the special meeting, the corporation shall give written notice of the special meeting to shareholders. Such notice shall be given not less than twenty (20) days before the date of the special meeting.   Unless the acquiring person and the corporation shall agree in writing to a later date, the special meeting shall be held not more than fifty (50) days after the receipt by the corporation of the demand. If the acquiring person so requests in the demand, the special meeting will be held no sooner than thirty (30) days after receipt by the corporation of the demand.     If no demand respecting a special meeting of the corporation's shareholders is made in accordance with subsection (a), consideration of the voting rights to be accorded the shares acquired or to be acquired in the control share acquisition shall be presented at the next annual or special meeting of the corporation's shareholders as to which notice has not been given prior to the receipt by the corporation of the control share acquisition statement.
TN Code § 48-103-306 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 3 - Tennessee Control Share Acquisition Act|§ 48-103-306. Notice of Meeting

 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 for such meeting, whether or not such shareholders shall be entitled to vote at such meeting, and shall include or be accompanied by a copy of the acquiring person's control share acquisition statement received by the corporation pursuant to this part.
TN Code § 48-103-307 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 3 - Tennessee Control Share Acquisition Act|§ 48-103-307. Shareholder Approval of Voting Rights

 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 resolution must be approved at such meeting by the holders of a majority of all of the shares entitled to vote generally with respect to the election of directors except interested shares, which shall not be entitled to vote with respect to such resolution. If no such resolution is approved, such shares shall regain their voting rights upon transfer to another person unless such transfer constitutes a control share acquisition by the aquistor, in which case the voting rights of such shares shall be subject to the provisions hereof. Sections 48-17-104 and 48-17-208 shall not apply to the shareholder approval contemplated by this part.
TN Code § 48-103-308 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 3 - Tennessee Control Share Acquisition Act|§ 48-103-308. Redemption of Control Shares

  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 control shares acquired in a control share acquisition, at any time during the period ending sixty (60) days after the last acquisition of control shares by an acquiring person, from the acquiring person for the fair value of such shares if:  No control acquisition statement has been filed; or   A control acquisition statement has been filed and the shares are not accorded voting rights by the shareholders pursuant to § 48-103-307.     For purposes of this section, fair value shall be determined as of the effective date of the vote of the shareholders denying voting rights to the acquiring person if a control acquisition statement is filed or, if no control acquisition statement is filed, as of the date of the last acquisition of control shares by the acquiring person in a control share acquisition. Such value shall be determined without regard to the effect of the denial of voting rights hereunder.
TN Code § 48-103-309 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 3 - Tennessee Control Share Acquisition Act|§ 48-103-309. Appraisal of Shares of Dissenting Shareholders

   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 upon such person a majority or more of all voting power entitled to vote generally with respect to the election of directors, all shareholders of record of the corporation, other than the acquiring person, who have not voted in favor of granting such voting rights to the acquiring person shall be entitled to an appraisal of the fair value of their shares in accordance with chapter 23 of this title.   For purposes of this section, fair value shall be determined as of the date of the approval of voting rights by the shareholders and in accordance with chapter 23 of this title which shall apply as nearly as practicable except that:  Dissenting shareholders shall be provided with copies of all valuations, projections and estimates of the value of the corporation in the possession, custody, or control of the acquiring person or such acquiring person's associates or advisors; and   Fair value includes consideration of the valuations, future events or transactions bearing upon the corporation's value to the acquiring shareholder as described in any valuations, projections or estimates made by or on behalf of the acquiring person or the acquiring person's associates.       The corporation, not less than twenty (20) days prior to the meeting convened pursuant to § 48-103-306, shall notify each of its shareholders that appraisal rights may be available for any or all shares of the corporation, and shall include in such notice a copy of this section and an accurate summary of chapter 13 of this title.   Each shareholder electing to demand the appraisal of the shareholder's shares shall deliver to the corporation, before the taking of the vote described in § 48-103-307, a written demand for appraisal of the shareholder's shares. A proxy or vote against the voting rights of an acquiring person shall not constitute such a demand. A shareholder electing to take such action must do so by a separate written demand as herein provided.   Within ten (10) days after any vote in favor of a resolution granting voting rights to an acquiring person, the corporation shall notify each shareholder who has complied with this subsection (d) that the resolution has been adopted.   The corporation shall deliver to the acquiring person, within five (5) days of the taking of the vote under § 48-103-307, a statement setting forth the aggregate number of shares not voted in favor of the resolution and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares.
TN Code § 48-103-310 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 3 - Tennessee Control Share Acquisition Act|§ 48-103-310. Applicability

  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.   Sections 48-103-308 and 48-103-309, or either of them, shall apply to such corporation only if the charter or bylaw declaration under subsection (a) explicitly so provides.
TN Code § 48-103-311 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 3 - Tennessee Control Share Acquisition Act|§ 48-103-311. Actions for Violations of Part

 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 attorney general and reporter.
TN Code § 48-103-312 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 3 - Tennessee Control Share Acquisition Act|§ 48-103-312. Severability — Construction With Other Laws

  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 application of such portion held invalid to any other person or circumstances, but shall be confined in its operation to the clause, sentence, subparagraph, paragraph, subsection, section, article or other portion thereof directly involved in such holding or to the person or circumstances therein involved.   If any provision of this part is inconsistent with, in conflict with, or contrary to any other provision of Tennessee law, such provision of this part shall prevail over such other provision, and such other provision shall be deemed to be amended, superseded or repealed to the extent of such inconsistency or conflict.
TN Code § 48-103-401 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 4 - Tennessee Authorized Corporation Protection Act|§ 48-103-401. Short Title

 This part shall be known and may be cited as the “Tennessee Authorized Corporation Protection Act.”
TN Code § 48-103-402 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 4 - Tennessee Authorized Corporation Protection Act|§ 48-103-402. Public Policy

 The general assembly hereby finds and declares the following to be the public policy of this state:   “Authorized corporations,” as defined in § 48-103-403, have a substantial presence in Tennessee and, through their ongoing business operations in Tennessee, represent and affect a variety of constituencies, including shareholders, employees, customers, suppliers and local communities and their economies, whose welfare is vital to this state's interest;   Takeovers of such authorized corporations can harm the economy of this state by weakening corporate performance and causing unemployment, plant closings, reduced charitable donations, declining population base, reduced income to fee-supported local government services, reduced tax base and reduced income to other businesses;   The state has a substantial and legitimate interest in providing to these authorized corporations the benefits of the Tennessee Business Combination Act, compiled in part 2 of this chapter, and the Tennessee Control Share Acquisition Act, compiled in part 3 of this chapter, which promote and encourage long-term growth and stability of such authorized corporations.
TN Code § 48-103-403 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 4 - Tennessee Authorized Corporation Protection Act|§ 48-103-403. “Authorized Corporation” Defined

 “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:   The corporation has its principal place of business located in this state;   The corporation has the principal office or offices or place or places of business of significant subsidiaries, representing in the aggregate not less than twenty (20%) of such corporation's consolidated net sales, located in this state;   A majority of such corporation's fixed assets, including those of any subsidiary, located in the United States, as valued by reference to the balance sheet at the end of its most recent fiscal year, are located in this state;   More than ten percent (10%) of the beneficial owners of the voting stock or more than ten percent (10%) of such corporation's shares of voting stock are beneficially owned by residents of this state;   The corporation, including any significant subsidiary, employs more than two hundred fifty (250) individuals in this state or has a combined annual payroll paid to residents of this state which is in excess of five million dollars ($5,000,000);   The corporation, including any significant subsidiary, produces goods and/or services in this state which result in annual gross receipts in excess of ten million dollars ($10,000,000);   The corporation, including any significant subsidiary, has physical assets and/or deposits, including those of any subsidiary, located within this state which exceed ten million dollars ($10,000,000) in value.
TN Code § 48-103-404 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 4 - Tennessee Authorized Corporation Protection Act|§ 48-103-404. Applicability of Certain Provisions Concerning Business Combinations and Control Share Acquisitions

  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 bylaw or charter provision specifying that the authorized corporation shall be subject to this subsection (a).   Sections 48-103-304 and 48-103-311 shall apply to an authorized corporation to the same extent as such provisions apply to a “corporation,” as defined therein; provided, that the board of directors or shareholders of such authorized corporation have adopted a bylaw or charter provision specifying that such authorized corporation shall be subject to this subsection (b).
TN Code § 48-103-405 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 4 - Tennessee Authorized Corporation Protection Act|§ 48-103-405. Construction With Laws of Other Jurisdictions

 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 the extent necessary to resolve such inconsistency.
TN Code § 48-103-406 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 4 - Tennessee Authorized Corporation Protection Act|§ 48-103-406. Severability

 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 to this end this part is declared to be severable.
TN Code § 48-103-501 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 5 - Greenmail Act|§ 48-103-501. Short Title — Applicability

  This part shall be known and may be cited as the “Tennessee Greenmail Act.”   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 or registered with the securities and exchange commission pursuant to § 12(g) of the Securities Exchange Act of 1934 (15 U.S.C. § 781l (g)),as amended.
TN Code § 48-103-502 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 5 - Greenmail Act|§ 48-103-502. Part Definitions

 As used in this part, unless the context otherwise requires:   “Associate,” when used to indicate a relationship with any person, means:  A person that, directly or indirectly, controls, or is controlled by, or is under common control with, the person specified or who is or intends to act jointly or in concert with such specified person;   Any corporation or organization of which such person is an officer, director or partner or which corporation or organization is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of equity securities of such person;   Any trust or other estate in which such person has a beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; and   Any parent, child, sibling, in-law (mother, father, sons and daughters), of such person, or any relative of such person who has the same residence as such person;     “Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a person whether through the ownership of voting securities, by contract or otherwise;   “Person” means any individual, corporation, partnership, unincorporated association or other entity and any “associate” (as defined in subdivision (1)) of such individual or entity; and   “Subsidiary” means any corporation in which a majority of the shares entitled to vote are owned or controlled, directly or indirectly, by a corporation subject to this part.
TN Code § 48-103-503 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 5 - Greenmail Act|§ 48-103-503. Corporation's Purchase of Own Shares at Price Above Market Value

  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 of the securities to be purchased if such person has held such shares for less than two (2) years, unless such purchase has been approved by the affirmative vote of a majority of the outstanding shares of each class of voting stock issued by such corporation or the corporation makes an offer, of at least equal value per share, to all holders of shares of such class.   For the purposes of this section, the market value of such shares shall be the average of the highest and lowest closing market price for such shares during the thirty (30) trading days preceding the purchase and sale of the shares subject to this section; provided, that if the seller of such shares has commenced a tender offer or has announced an intention to seek control of the corporation, such market price shall be based upon the average of the highest and lowest closing price for such shares during the thirty (30) trading days preceding the commencement of such tender offer or the making of such announcement.
TN Code § 48-103-504 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 5 - Greenmail Act|§ 48-103-504. Action Against Seller — Attorney's Fees

  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 maximum amount otherwise permitted to be paid for such shares under this part; provided, that a civil action is instituted for the recovery thereof in a court of competent jurisdiction within two (2) years of such sale.   Reasonable attorneys' fees may be granted, at the discretion of the court, to the prevailing party in any civil action instituted under this section if the court finds that the action was either instituted without good faith or that the sale of securities was undertaken with intentional or reckless indifference to the requirements of this part.