reglab/housing_qa huggingface dataset:
TN Code § 48-103-105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 1 - Tennessee Investor Protection Act|§ 48-103-105. Filing of Solicitation Materials

  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, not later than the time copies of such solicitation materials are first published or used or sent to offerees.   Solicitation materials used in connection with a takeover offer shall not contain any false statement of a material fact or omit to state a material fact necessary to make any statement made therein not misleading. The commissioner may by rule or order prohibit the use of any solicitation material deemed by the commissioner to be false or misleading.
TN Code § 48-103-106 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 1 - Tennessee Investor Protection Act|§ 48-103-106. Fraudulent and Deceptive Practices

 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 with a takeover offer. Fraudulent, deceptive and manipulative acts or practices include, but shall not be limited to, the following:   Publication, or use in connection with the offer, of any false statement of a material fact or omitting to state a material fact necessary to make any statement made by such entity which is not misleading, but not including the mailing by an offeree company to its shareholders of solicitation materials published by an offeror;   Sale by an officer, director, affiliate or associate of an offeree company in connection with a takeover offer of all or part of their equity securities to the offeror at a price higher than that to be paid to other offerees pursuant to the offer;   Refusal by an offeree company to permit, if required to do so by the applicable state corporation statute, an offeror who is a shareholder of record to examine its list of shareholders and to make extracts therefrom for the purpose of making a takeover offer in compliance with this part; and   Acquisition by or through a broker-dealer acting on behalf of an offeror of any equity security of the offeree company in connection with a takeover offer, unless such takeover offer is effective under this part or exempted by rule or order of the commissioner, or unless the broker-dealer did not know, and in the exercise of reasonable care could not have known, that the person for whom it acted was an offeror or that the acquisition was in connection with a takeover offer. The provisions and penalties of §§ 48-1-112 and 48-1-118 shall apply to broker-dealers who engage in any fraudulent, deceptive or manipulative acts or practices in connection with a takeover offer and who are registered as broker-dealers pursuant to chapter 1 of this title.
TN Code § 48-103-107 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 1 - Tennessee Investor Protection Act|§ 48-103-107. Consent to Service

  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 pleading therein authorized by the laws of this state shall be as valid and binding as if due service had been made on the offeror.   The form of such consent shall be prescribed by the commissioner.   Service of any notice, process or pleadings in any suits, proceedings and actions growing out of the violation of this part against an offeror who has filed a consent to service with the commissioner shall, if made on the commissioner, be by duplicate copies, one (1) of which shall be filed in the office of the commissioner and the other immediately forwarded by the commissioner by registered mail to the principal office of the offeror against which the notice, process or pleadings are directed.
TN Code § 48-103-108 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 1 - Tennessee Investor Protection Act|§ 48-103-108. Administration — Rules and Orders — Hearings

   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.   The commissioner is authorized to promulgate such rules and regulations, consistent with this part, as are necessary to the administration thereof in carrying out the powers and duties vested in the commissioner by this part.   The commissioner may by rule or order exempt from any provisions of this part takeover offers that the commissioner determines are not made for the purpose or do not have the effect of changing or influencing the control of an offeree company or where compliance with this part is not necessary for the protection of the shareholders of the offeree company, and the commissioner may similarly exempt any persons from the filing of statements under this part.   The commissioner may by order direct any person to file any statement provided for in this part, if it appears that such person is delinquent in the filing of such statement.     All hearings before the commissioner shall be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5, and each party to such proceeding shall have all the procedural rights set out therein including, but not limited to, the right to proper notice, the right to confront witnesses and examine the evidence against the party, the right to cross-examine witnesses, the right to counsel, the right to present evidence in the party's own behalf and the right to subpoena witnesses, books, records, papers and other objects. Such hearing may, at the option of the agency and upon agreement by the secretary of state or the secretary of state's designee, be conducted by a hearing officer from the administrative procedures division of the secretary of state's office. Judicial review of the final agency decision in a contested case shall also be in accordance with the Uniform Administrative Procedures Act.   The commissioner has the authority to promulgate rules in order to effectuate the purposes and objectives set out in this part, and such rules shall be promulgated and published in accordance with the Uniform Administrative Procedures Act. As provided in that chapter, any interested person has the right to petition the agency for the adoption, amendment or repeal of a rule or to petition the agency involved for a ruling on the applicability of a rule to any person, property or state of facts.
TN Code § 48-103-109 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 1 - Tennessee Investor Protection Act|§ 48-103-109. Fees and Expenses

  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.   The expenses reasonably attributable to any hearing held under this part shall be charged ratably to the offeror and the offeree company, unless otherwise ordered by the commissioner.
TN Code § 48-103-110 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 1 - Tennessee Investor Protection Act|§ 48-103-110. Injunction

 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 for equitable relief to the chancery court of Davidson County, or any other chancery court having jurisdiction. Upon a proper showing, the court may grant a permanent or temporary injunction or restraining order, or may order recision of any sales or purchases of securities determined to be unlawful under this part or any rule or order hereunder. The court shall not require the commissioner to post a bond.
TN Code § 48-103-111 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 1 - Tennessee Investor Protection Act|§ 48-103-111. Criminal Penalties

   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 misdemeanor.   Any person who knowingly engages in a fraudulent practice declared unlawful in § 48-103-106 commits a Class E felony.     The commissioner may transmit such evidence as may be available concerning violations of this part or of any rule or order hereunder to the district attorney general in the district in which the offense was committed who may, in the district attorney general's discretion, institute criminal proceedings to enforce the penalties prescribed in this part.   Nothing in this part limits the power of the state to punish any person for any conduct which constitutes a crime under any other statute.
TN Code § 48-103-112 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 1 - Tennessee Investor Protection Act|§ 48-103-112. Civil Liabilities

  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 liable to the person selling the security to the offeror, who may sue either at law or in equity to recover the security, plus any income received by the offeror thereon, upon tender of the consideration received, or for damages. Damages are the excess of either the value of the security on the date of purchase or its present value, whichever is greater, over the present value of the consideration received for the security. Tender requires only notice of willingness to pay the amount specified in exchange for the security. Any notice may be given by service as provided in § 48-103-107 or by certified mail to the last known address of the person liable.   Every person who directly or indirectly controls a person liable under subsection (a), every partner, principal executive officer or director of such person, every person occupying a similar status or performing similar functions, every employee of such person who materially aids in the act or transaction constituting the violation, and every broker-dealer or agent who materially aids in the act or transaction constituting the violation, is also liable jointly or severally with and to the same extent as such person, unless the person liable hereunder proves that the person liable did not know, and in the exercise of reasonable care could not have known, of the existence of facts by reason of which the liability is alleged to exist. There is contribution as in cases of contract among the several persons so liable.   No action may be maintained under this section unless commenced before the expiration of two (2) years after the act or transaction constituting the violation.   The rights and remedies under this part are in addition to any other rights or remedies that may exist in law or equity.
TN Code § 48-103-113 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 1 - Tennessee Investor Protection Act|§ 48-103-113. Applicability of Part

  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.   If the offeree company is a domestic insurance company whose takeover is subject to title 56, chapter 10, part 2, this part shall not apply and title 56, chapter 10, part 2 shall control. For purposes of this section, “domestic insurance company” has the meaning as that set forth in § 56-10-201.   This part shall not apply to public utilities, public utility holding companies, national banking associations, bank holding companies or savings and loan associations subject to regulation by a federal agency.   This part shall not apply to any offer involving a vote by holders of equity securities of the offeree company, pursuant to its charter or articles of incorporation or the applicable corporation statute, on a merger, consolidation or sale of corporate assets in consideration of the issuance of securities of another corporation, or on a sale of its securities in exchange for cash or securities of another corporation.
TN Code § 48-103-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 2 - Tennessee Business Combination Act|§ 48-103-201. Short Title — Part Supplemental

  This part shall be known and may be cited as the “Tennessee Business Combination Act.”   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 requirements contained in the charter or bylaws of a resident domestic corporation.
TN Code § 48-103-202 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 2 - Tennessee Business Combination Act|§ 48-103-202. Public Policy

 The general assembly hereby finds and declares the following to be the public policy of this state:   “Resident domestic corporations,” as defined by this part, represent and affect, through their ongoing business operations, a variety of constituencies including Tennessee shareholders, employees, customers, suppliers, and local communities and their economies whose welfare is vital to this state's interests;   In order to promote such welfare, the regulation of the internal affairs of resident domestic corporations as reflected in the laws of the state should allow for the stable long-term growth of resident domestic corporations;   Business combinations involving Tennessee's resident domestic corporations can impair local employment conditions and disrupt local commercial activity. These business combinations often prevent shareholders from realizing the full value of their holdings through forced mergers in which long-term investors can be subjected to the compulsory surrender of their shares with only limited rights to dissent. The threat of these business combinations also deprives shareholders of value by encouraging the adoption of short-term business strategies which may not be in the long-term interest of the corporation or this state;   Present Tennessee laws facilitate business combinations which left unbalanced could harm the economy of this state by weakening corporate performance and causing unemployment, plant closings, reduced charitable donations, a declining population base, reduced income to fee-supported local government services, a reduced tax base, and reduced income to other businesses;   Tennessee has a substantial and legitimate interest in regulating the internal affairs of its resident domestic corporations which have significant business contacts with this state, including regulating business combinations involving its resident domestic corporations which, individually or in the aggregate, employ a large number of citizens of the state, pay significant taxes, and have a substantial economic base in Tennessee; and   The general assembly intends this part to balance the substantial and legitimate interests of Tennessee in regulating the internal affairs of its resident domestic corporations as they impact upon the various constituencies and to promote and encourage long-term corporate growth.
TN Code § 48-103-204 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 2 - Tennessee Business Combination Act|§ 48-103-204. Corporation Not Liable for Resisting Merger, Exchange, Etc

 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 shall be held liable at law or in equity for either having failed to approve the acquisition of shares by an interested shareholder on or before such interested shareholder's share acquisition date, or for seeking to enforce or implement this part and part 3 of this chapter, or for failing to adopt or recommend any charter or bylaw amendment or provision respecting this part and parts 3-5 of this chapter, or for opposing any proposed merger, exchange, tender offer or significant disposition of the assets of the resident domestic corporation or any subsidiary of such resident domestic corporation because of a good faith belief that such merger, exchange, tender offer or significant disposition of assets would adversely affect the resident domestic corporation's employees, customers, suppliers, the communities in which such resident domestic corporation or its subsidiaries operate or are located or any other relevant factor if such factors, including those factors specifically enumerated in this section, are permitted to be considered by the board of directors under the charter for such resident domestic corporation in connection with a merger, exchange, tender offer or significant disposition of assets.
TN Code § 48-103-205 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 2 - Tennessee Business Combination Act|§ 48-103-205. Business Combination Prohibited for Five-Year Period — Exceptions

 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, or vote, consent, or otherwise act to authorize a subsidiary of the resident domestic corporation to engage in any business combination, with, with respect to, proposed by or on behalf of, or pursuant to any agreement, arrangement or understanding (whether or not in writing) with any interested shareholder of such resident domestic corporation or any affiliate or associate of such interested shareholder for a period of five (5) years following such interested shareholder's share acquisition date unless:   Such business combination or the transaction which resulted in the shareholder becoming an interested shareholder is approved by the board of directors of such resident domestic corporation prior to such interested shareholder's share acquisition date, and the proposed business combination satisfies any additional applicable requirements imposed by law and by the charter or bylaws of such resident domestic corporation; or   The business combination is not subject to regulation under this part by virtue of § 48-103-207.
TN Code § 48-103-208 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 2 - Tennessee Business Combination Act|§ 48-103-208. Actions for Damages, Injunctions, or Other Relief

  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:  The resident domestic corporation or any of its subsidiaries which are a party to such business combination;   Any one (1) or more of the shareholders of the voting stock of such resident domestic corporation or any of its subsidiaries which are a party to such business combination who, individually or in the aggregate with other shareholders joining in such action, hold five percent (5%) or more of any class or series of the issued and outstanding voting stock of such resident domestic corporation (or any of its subsidiaries if a party to such business combination) which are not beneficially owned by the interested shareholder and the affiliates and associates of such interested shareholder as of the time the action is instituted; or   By the attorney general and reporter.     No action alleging a violation of this part may be instituted more than one (1) year after the consummation date for the business combination which is allegedly in violation of this part.   No bond or other security shall be required as a condition for the issuance of any restraining order or other injunctive relief ordered by any court of competent jurisdiction in connection with any action brought to enforce this 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.
TN Code § 48-103-209 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 2 - Tennessee Business Combination Act|§ 48-103-209. 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 § 48-103-301 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 3 - Tennessee Control Share Acquisition Act|§ 48-103-301. Short Title

 This part shall be known and may be cited as the “Tennessee Control Share Acquisition Act.”
TN Code § 48-103-303 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 103 - Corporate Takeovers|Part 3 - Tennessee Control Share Acquisition Act|§ 48-103-303. Voting Rights Generally

 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.