reglab/housing_qa huggingface dataset:
TN Code § 48-23-201 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 23 - Dissenters' Rights|Part 2 - Procedure for Exercise of Dissenters' Rights|§ 48-23-201. Notice of Dissenters' Rights

  Where any corporate action specified in § 48-23-102(a) is to be submitted to a vote at a shareholders' meeting, the meeting notice (including any meeting notice required under Chapters 11 27 to be provided to nonvoting shareholders) must state that the corporation has concluded that the shareholders are, are not, or may be entitled to assert dissenters' rights under this chapter. If the corporation concludes that dissenters' rights are or may be available, a copy of this chapter must accompany the meeting notice sent to those record shareholders entitled to exercise dissenters' rights.   In a merger pursuant to § 48-21-105, the parent corporation must notify in writing all record shareholders of the subsidiary who are entitled to assert dissenters rights that the corporate action became effective. Such notice must be sent within ten (10) days after the corporate action became effective and include the materials described in § 48-23-203.   Where any corporate action specified in § 48-23-102(a) is to be approved by written consent of the shareholders pursuant to § 48-17-104(a) or § 48-17-104(b):  Written notice that dissenters' rights are, are not, or may be available must be sent to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and, if the corporation has concluded that dissenters' rights are or may be available, must be accompanied by a copy of this chapter; and   Written notice that dissenters' rights are, are not, or may be available must be delivered together with the notice to nonconsenting and nonvoting shareholders required by § 48-17-104(e) and (f), may include the materials described in § 48-23-203 and, if the corporation has concluded that dissenters' rights are or may be available, must be accompanied by a copy of this chapter.     A corporation's failure to give notice pursuant to this section will not invalidate the corporate action.
TN Code § 48-23-202 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 23 - Dissenters' Rights|Part 2 - Procedure for Exercise of Dissenters' Rights|§ 48-23-202. Notice of Intent to Demand Payment

  If a corporate action specified in § 48-23-102(a) is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert dissenters' rights with respect to shares for which dissenters' rights may be asserted under this chapter:  Must deliver to the corporation, before the vote is taken, written notice of the shareholder's intent to demand payment if the proposed action is effectuated; and   Must not vote, or cause or permit to be voted, any such shares in favor of the proposed action.     If a corporate action specified in § 48-23-102(a) is to be approved by less than unanimous written consent, a shareholder who wishes to assert dissenters' rights with respect to shares for which dissenters' rights may be asserted under this chapter must not sign a consent in favor of the proposed action with respect to such shares.   A shareholder who fails to satisfy the requirements of subsection (a) or subsection (b) is not entitled to payment under this chapter.
TN Code § 48-23-203 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 23 - Dissenters' Rights|Part 2 - Procedure for Exercise of Dissenters' Rights|§ 48-23-203. Dissenters' Notice

  If a corporate action requiring dissenters' rights under § 48-23-102(a) becomes effective, the corporation must send a written dissenters' notice and form required by subdivision (b)(1) to all shareholders who satisfy the requirements of § 48-23-202(a) or § 48-23-202(b). In the case of a merger under § 48-21-105, the parent must deliver a dissenters' notice and form to all record shareholders who may be entitled to assert dissenters' rights.   The dissenters' notice must be delivered no earlier than the date the corporate action specified in § 48-23-102(a) became effective, and no later than (10) days after such date, and must:  Supply a form that:  Specifies the first date of any announcement to shareholders made prior to the date the corporate action became effective of the principal terms of the proposed corporate action;   If such announcement was made, requires the shareholder asserting dissenters' rights to certify whether beneficial ownership of those shares for which dissenters' rights are asserted was acquired before that date; and   Requires the shareholder asserting dissenters' rights to certify that such shareholder did not vote for or consent to the transaction;     State:  Where the form must be sent and where certificates for certificated shares must be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date for receiving the required form under subdivision (b)(2)(B);   A date by which the corporation must receive the form, which date may not be fewer than forty (40) nor more than sixty (60) days after the date the subsection (a) dissenters' notice is sent, and state that the shareholder shall have waived the right to demand payment with respect to the shares unless the form is received by the corporation by such specified date;   The corporation's estimate of the fair value of shares; and   That, if requested in writing, the corporation will provide, to the shareholder so requesting, within ten (10) days after the date specified in subdivision (b)(2)(B) the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and     Be accompanied by a copy of this chapter if the corporation has not previously sent a copy of this chapter to the shareholder pursuant to § 48-23-201.
TN Code § 48-23-204 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 23 - Dissenters' Rights|Part 2 - Procedure for Exercise of Dissenters' Rights|§ 48-23-204. Duty to Demand Payment

  A shareholder sent a dissenters' notice described in § 48-23-203 must demand payment, certify whether the shareholder acquired beneficial ownership of the shares before the date required to be set forth in the dissenters' notice pursuant to § 48-23-203(b)(2), and deposit the shareholder's certificates in accordance with the terms of the notice.   The shareholder who demands payment and deposits the shareholder's share certificates under subsection (a) retains all other rights of a shareholder until these rights are cancelled or modified by the effectuation of the proposed corporate action.   A shareholder who does not demand payment or deposit the shareholder's share certificates where required, each by the date set in the dissenters' notice, is not entitled to payment for the shareholder's shares under this chapter.   A demand for payment filed by a shareholder may not be withdrawn unless the corporation with which it was filed, or the surviving corporation, consents thereto.
TN Code § 48-23-205 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 23 - Dissenters' Rights|Part 2 - Procedure for Exercise of Dissenters' Rights|§ 48-23-205. Share Restrictions

  The corporation may restrict the transfer of uncertificated shares from the date the demand for their payment is received until the proposed corporate action is effectuated or the restrictions released under § 48-23-207.   The person for whom dissenters' rights are asserted as to uncertificated shares retains all other rights of a shareholder until these rights are cancelled or modified by the effectuation of the proposed corporate action.
TN Code § 48-23-206 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 23 - Dissenters' Rights|Part 2 - Procedure for Exercise of Dissenters' Rights|§ 48-23-206. Payment

  Except as provided in § 48-23-208, as soon as the proposed corporate action is effectuated, or upon receipt of a payment demand, whichever is later, the corporation shall pay each dissenter who complied with § 48-23-204 the amount the corporation estimates to be the fair value of each dissenter's shares, plus accrued interest.   The payment must be accompanied by:  The corporation's balance sheet as of the end of a fiscal year ending not more than sixteen (16) months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year, and the latest available interim financial statements, if any;   A statement of the corporation's estimate of the fair value of the shares, which estimate shall equal or exceed the corporation's estimate given pursuant to § 48-23-203(b)(2)(C);   An explanation of how the interest was calculated;   A statement of the dissenter's right to demand payment under § 48-23-209; and   A copy of this chapter if the corporation has not previously sent a copy of this chapter to the shareholder pursuant to § 48-23-201 or § 48-23-203.
TN Code § 48-23-207 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 23 - Dissenters' Rights|Part 2 - Procedure for Exercise of Dissenters' Rights|§ 48-23-207. Failure to Take Action

  If the corporation does not effectuate the proposed action that gave rise to the dissenters' rights within two (2) months after the date set for demanding payment and depositing share certificates, the corporation shall return the deposited certificates and release the transfer restrictions imposed on uncertificated shares.   If, after returning deposited certificates and releasing transfer restrictions, the corporation effectuates the proposed action, it must send a new dissenters' notice under § 48-23-203 and repeat the payment demand procedure.
TN Code § 48-23-208 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 23 - Dissenters' Rights|Part 2 - Procedure for Exercise of Dissenters' Rights|§ 48-23-208. After-Acquired Shares

  A corporation may elect to withhold payment required by § 48-23-206 from a dissenter unless the dissenter was the beneficial owner of the shares before the date set forth in the dissenters' notice as the date of the first announcement to news media or to shareholders of the principal terms of the proposed corporate action.   To the extent the corporation elects to withhold payment under subsection (a), after effectuating the proposed corporate action, it shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of the dissenter's demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under § 48-23-209.
TN Code § 48-23-209 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 23 - Dissenters' Rights|Part 2 - Procedure for Exercise of Dissenters' Rights|§ 48-23-209. Procedure if Shareholder Dissatisfied With Payment or Offer

  A dissenter may notify the corporation in writing of the dissenter's own estimate of the fair value of the dissenter's shares and amount of interest due, and demand payment of the dissenter's estimate (less any payment under § 48-23-206), or reject the corporation's offer under § 48-23-208 and demand payment of the fair value of the dissenter's shares and interest due, if:  The dissenter believes that the amount paid under § 48-23-206 or offered under § 48-23-208 is less than the fair value of the dissenter's shares or that the interest due is incorrectly calculated;   The corporation fails to make payment under § 48-23-206 within two (2) months after the date set for demanding payment; or   The corporation, having failed to effectuate the proposed action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within two (2) months after the date set for demanding payment.     A dissenter waives the dissenter's right to demand payment under this section unless the dissenter notifies the corporation of the dissenter's demand in writing under subsection (a) within one (1) month after the corporation made or offered payment for the dissenter's shares.
TN Code § 48-23-301 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 23 - Dissenters' Rights|Part 3 - Judicial Appraisal of Shares|§ 48-23-301. Court Action

  If a demand for payment under § 48-23-209 remains unsettled, the corporation shall commence a proceeding within two (2) months after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the two-month period, it shall pay each dissenter whose demand remains unsettled the amount demanded.   The corporation shall commence the proceeding in a court of record having equity jurisdiction in the county where the corporation's principal office (or, if none in this state, its registered office) is located. If the corporation is a foreign corporation without a registered office in this state, it shall commence the proceeding in the county in this state where the registered office of the domestic corporation merged with or whose shares were acquired by the foreign corporation was located.   The corporation shall make all dissenters (whether or not residents of this state) whose demands remain unsettled, parties to the proceeding as in an action against their shares and all parties must be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.   The jurisdiction of the court in which the proceeding is commenced under subsection (b) is plenary and exclusive. The court may appoint one (1) or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the powers described in the order appointing them, or in any amendment to it. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.   Each dissenter made a party to the proceeding is entitled to judgment:  For the amount, if any, by which the court finds the fair value of the dissenter's shares, plus accrued interest, exceeds the amount paid by the corporation; or   For the fair value, plus accrued interest, of the dissenter's after-acquired shares for which the corporation elected to withhold payment under § 48-23-208.
TN Code § 48-23-302 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 23 - Dissenters' Rights|Part 3 - Judicial Appraisal of Shares|§ 48-23-302. Court Costs and Counsel Fees

  The court in an appraisal proceeding commenced under § 48-23-301 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess costs against all or some of the dissenters, in amounts the court finds equitable, to the extent the court finds the dissenters acted arbitrarily, vexatiously, or not in good faith in demanding payment under § 48-23-209.   The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable against:  The corporation and in favor of any or all dissenters if the court finds the corporation did not substantially comply with the requirements of part 2 of this chapter; or   Either the corporation or a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this chapter.     If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated, and that the fees for those services should not be assessed against the corporation, the court may award to these counsel reasonable fees to be paid out of the amounts awarded to the dissenters who were benefited.
TN Code § 48-24-101 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 24 - Dissolution|Part 1 - Voluntary Dissolution|§ 48-24-101. Dissolution by Incorporators or Initial Directors

  A majority of the incorporators or initial directors of a corporation that has not issued shares or has not commenced business may dissolve the corporation by delivering to the secretary of state for filing articles of dissolution and termination that set forth:  The name of the corporation;   The date of its incorporation;   Either that:  None of the corporation's shares has been issued; or   The corporation has not commenced business;     That no debt of the corporation remains unpaid;   That the net assets of the corporation remaining after winding up have been distributed to the shareholders, if shares were issued; and   That a majority of the incorporators or initial directors authorized the dissolution and the date dissolution was thus authorized.     If the secretary of state finds that the articles of dissolution and termination of corporate existence comply with the requirements of subsection (a) and are accompanied by a tax clearance for termination or withdrawal relative to such corporation, then the secretary of state shall file the articles of dissolution and termination of corporate existence. Upon such filing, the existence of the corporation shall cease, except that the termination of corporate existence shall not take away or impair any remedy to or against the corporation, its directors, officers or shareholders, for any right or claim existing or any liability incurred, prior to such termination. Any such action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The shareholders, directors, and officers have the power to take such corporate or other action as may be appropriate to protect such remedy, right, or claim.
TN Code § 48-24-102 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 24 - Dissolution|Part 1 - Voluntary Dissolution|§ 48-24-102. Dissolution by Board of Directors and Shareholders

  A corporation may be voluntarily dissolved by the written consent of its shareholders in accordance with § 48-17-104.   A corporation's board of directors may propose dissolution for submission to the shareholders.   For a proposal to dissolve to be adopted:  The board of directors shall recommend dissolution to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the shareholders; and   The shareholders entitled to vote shall approve the proposal to dissolve as provided in subsection (f).     The board of directors may condition its submission of the proposal for dissolution on any basis.   The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 48-17-105. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider dissolving the corporation.   Unless the charter or the board of directors (acting pursuant to subsection (d)) requires a greater vote or a vote by voting groups, the proposal to dissolve to be adopted shall be approved by a majority of all the votes entitled to be cast on that proposal.
TN Code § 48-24-103 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 24 - Dissolution|Part 1 - Voluntary Dissolution|§ 48-24-103. Articles of Dissolution

  At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state for filing articles of dissolution setting forth:  The name of the corporation;   The date dissolution was authorized;   That the resolution was duly adopted by the shareholders; and   A copy of the resolution or the written consent authorizing the dissolution.     Unless a delayed effective date is specified in the articles of dissolution, a corporation is dissolved when the articles of dissolution are filed.
TN Code § 48-24-104 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 24 - Dissolution|Part 1 - Voluntary Dissolution|§ 48-24-104. Revocation of Dissolution

  A corporation may revoke its dissolution at any time prior to filing the articles of termination of corporate existence by the secretary of state.   Revocation of dissolution shall be authorized by shareholders in any manner that dissolution may be authorized under § 48-24-102, unless the authorization for dissolution permitted revocation by action by the board of directors alone, in which event the board of directors may revoke the dissolution without shareholder action.   After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the secretary of state for filing articles of revocation of dissolution that set forth:  The name of the corporation;   The effective date of the dissolution that was revoked;   The date that the revocation of dissolution was authorized;   If the corporation's board of directors (or incorporators) revoked the dissolution, a statement to that effect;   If the corporation's board of directors revoked a dissolution authorized by the shareholders, a statement that revocation was permitted by action by the board of directors alone pursuant to that authorization; and   If shareholder action was required to revoke the dissolution, the information required by § 48-24-103(a)(3) and (4).     Revocation of dissolution is effective when the articles of revocation of dissolution are filed.   When the revocation of dissolution is effective, it relates back to and takes effect as of the effective date of the dissolution and the corporation resumes carrying on its business as if dissolution had never occurred.
TN Code § 48-24-105 (2021)
2021 Tennessee Code|Title 48 - Securities, Corporations and Associations|Chapter 24 - Dissolution|Part 1 - Voluntary Dissolution|§ 48-24-105. Effect of Dissolution

  A dissolved corporation continues its corporate existence but may not carry on any business, except that appropriate to wind up and liquidate its business and affairs, including:  Collecting its assets;   Conveying and disposing of its properties that will not be distributed in kind to its shareholders;   Discharging or making provision for discharging its liabilities;   Distributing its remaining property among its shareholders according to their interests; and   Doing every other act necessary to wind up and liquidate its business and affairs.     Dissolution of a corporation does not:  Transfer title to the corporation's property;   Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share transfer records;   Subject its directors or officers to standards of conduct different from those prescribed in chapter 18 of this title;   Change quorum or voting requirements for its board of directors or shareholders; change provisions for selection, resignation, or removal of its directors or officers or both; or change provisions for amending its bylaws;   Prevent commencement of a proceeding by or against the corporation in its corporate name;   Abate or suspend a proceeding pending by or against the corporation on the effective date of dissolution; or   Terminate the authority of the registered agent of the corporation.