reglab/statecodes huggingface dataset:
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 102 - FRATERNAL AND PATRIOTIC ORGANIZATIONS (§§ 48-102-101 — 48-102-405) › Part 2 - FREEMASONS (§§ 48-102-201 — 48-102-203) › Section 48-102-202 - Ownership of real property

The officers and members of a masonic lodge may purchase or take by deed such quantity of ground for the purpose of building a hall or temple, or for a burial place, as may be necessary. The deed shall vest the legal title to the same in such officers and members and their successors.
Code 1858, § 1516 (deriv. Acts 1817, ch. 154); Shan., § 2571; mod. Code 1932, § 4410; T.C.A. (orig. ed.), §§ 48-1510, 48-4-202.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 102 - FRATERNAL AND PATRIOTIC ORGANIZATIONS (§§ 48-102-101 — 48-102-405) › Part 2 - FREEMASONS (§§ 48-102-201 — 48-102-203) › Section 48-102-203 - Coupon bonds for construction

(a)
All masonic lodges which hold real estate to the value of ten thousand dollars ($10,000) or more have the power to issue coupon bonds from time to time to an amount not exceeding a total of forty thousand dollars ($40,000), bearing six percent (6%) interest per annum, payable semiannually, for the purpose of erecting a building or hall upon same.
(b)
The coupon bonds may be issued in sums of twenty-five dollars ($25.00), fifty dollars ($50.00), one hundred dollars ($100), five hundred dollars ($500), and one thousand dollars ($1,000), as may be desired.
(c)
The coupon bonds shall not have more than twenty (20) years in which to mature, and may be taken up by the lodge at any time after five (5) years from their issuance.
(d)
Any masonic lodge which shall issue coupon bonds under this section may execute a mortgage upon its real estate to secure the payment of the bonds and coupons.
(e)
The worshipful master and wardens or other proper officers of the lodge have the power to issue the bonds and coupons and execute the mortgage provided for in this section whenever they have been instructed by a meeting of their lodge to do so.
Acts 1883, ch. 240, §§ 1-5; 1885, ch. 63, § 1; Shan., §§ 2572, 2574-2577; Code 1932, §§ 4411-4415; T.C.A. (orig. ed.), §§ 48-1511 -- 48-1515, 48-4-203.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 102 - FRATERNAL AND PATRIOTIC ORGANIZATIONS (§§ 48-102-101 — 48-102-405) › Part 3 - KNIGHTS OF PYTHIAS (§§ 48-102-301 — 48-102-303) › Section 48-102-301 - Ownership of real property

The officers and members of a lodge of the order of Knights of Pythias may purchase, own, hold, or take, by deed or otherwise, such quantity of ground or real estate for the purpose of building a hall, or edifice, or for a burial place, as may be deemed necessary by such officers and members, or to purchase, own, hold, or take, by deed or otherwise, a lot and building, or lots and buildings, for the purpose of converting the same into and using the same as a suitable hall. The deed, or other instrument, shall vest the legal and equitable title to the real estate in such officers and members and their successors, in the name of the lodge, and for its use and benefit.
Acts 1905, ch. 141, § 1; Shan., § 2577a1; mod. Code 1932, § 4416; T.C.A. (orig. ed.), §§ 48-1516, 48-4-301.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 102 - FRATERNAL AND PATRIOTIC ORGANIZATIONS (§§ 48-102-101 — 48-102-405) › Part 3 - KNIGHTS OF PYTHIAS (§§ 48-102-301 — 48-102-303) › Section 48-102-302 - Debt incurred for purchase or improvement of realty

(a)
All such lodges have the power to issue evidences of indebtedness, bearing legal interest, secured by a mortgage or deed of trust on the real estate, for the purpose of purchasing a suitable building or buildings for hall purposes or of erecting a building or hall upon their lots, or for the purpose of converting a building or buildings into a suitable hall, or for the purpose of improving or repairing the same, or furnishing the same, or for the purchasing and paying for grounds for burial purposes. All of the lodges which shall issue evidences of indebtedness under this part are empowered to execute a mortgage or deed of trust upon the real estate to secure and make certain the payment of the indebtedness thereby secured.
(b)
Such lodges are further empowered, through their proper officials, to execute a mortgage or deed of trust upon any real estate owned by them for the purpose of borrowing money to purchase ground for such burial place, or ground for erecting or remodeling, improving, or repairing a building suitable for hall purposes, as provided for in this part, or for repairing or improving the same whenever it may become necessary, or to secure the payment of any indebtedness already contracted for, as authorized under the terms of this part.
Acts 1905, ch. 141, § 2; Shan., § 2577a2; Code 1932, § 4417; T.C.A. (orig. ed.), §§ 48-1517, 48-4-302.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 102 - FRATERNAL AND PATRIOTIC ORGANIZATIONS (§§ 48-102-101 — 48-102-405) › Part 3 - KNIGHTS OF PYTHIAS (§§ 48-102-301 — 48-102-303) › Section 48-102-303 - Execution of mortgages and evidences of indebtedness - Liability of members

(a)
The chancellor commander of the lodge has the power to execute and issue the evidences of indebtedness, and to execute any mortgage, deed of trust, transfer, or other conveyance provided for in this part, whenever the chancellor has been instructed by a meeting of the chancellor's lodge to do so. All such evidences of indebtedness, mortgages, deeds of trust, or other conveyances provided for in this part shall be executed by such chancellor commander in the name of the lodge, and shall be attested by the keeper of records and seal of such lodge under its seal.
(b)
Neither the chancellor commander, nor the keeper of records and seal, nor any member of the lodge, shall be individually liable for any of the indebtedness incurred by authority of this part.
Acts 1905, ch. 141, § 3; Shan., § 2577a3; Code 1932, § 4418; T.C.A. (orig. ed.), §§ 48-1518, 48-4-303.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 102 - FRATERNAL AND PATRIOTIC ORGANIZATIONS (§§ 48-102-101 — 48-102-405) › Part 4 - VETERANS' ORGANIZATIONS (§§ 48-102-401 — 48-102-405) › Section 48-102-401 - Ownership of realty

The officers and members of a post of the American Legion, Veterans of Foreign Wars, Disabled American Veterans, American Veterans of World War II, Veterans of World War I of the U.S.A., Inc., or any other veterans' organization operating in this state and chartered by the congress of the United States may purchase, own, hold, or take by deed, or otherwise, such quantity of ground or real estate for the purpose of building a hall, or for a burial place, or otherwise, as may be deemed necessary by such officers and members, or may purchase, own, hold, or take by deed or otherwise a lot and building or lots and buildings, for the purpose of converting into and using the same as a suitable hall, or otherwise. The deed or other instrument shall vest title to the real estate, in the name of the post and for its use and benefit and that of its members.
Acts 1925, ch. 152, § 1; Shan. Supp., § 2577a14; Code 1932, § 4428; Acts 1945, ch. 90, § 1; C. Supp. 1950, § 4428; Acts 1967, ch. 298, § 2; T.C.A. (orig. ed.), §§ 48-1519, 48-4-401.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 102 - FRATERNAL AND PATRIOTIC ORGANIZATIONS (§§ 48-102-101 — 48-102-405) › Part 4 - VETERANS' ORGANIZATIONS (§§ 48-102-401 — 48-102-405) › Section 48-102-402 - Debts for purchase or improvement of realty

(a)
Posts of the American Legion, Veterans of Foreign Wars, Disabled American Veterans, American Veterans of World War II, Veterans of World War I of the U.S.A., Inc., or any other veterans' organization operating in this state and chartered by the congress of the United States have the authority and power to issue evidence of indebtedness, bearing legal interest, secured by a mortgage or deed of trust on the real estate, for the purpose of purchasing a suitable building or buildings for hall purposes or of erecting a building or hall upon their lots or for the purpose of converting a building or buildings into a suitable hall, or for the purpose of improving or repairing the same, or furnishing the same, or for purchasing and paying for grounds for burial purposes, or otherwise. All the posts which shall issue evidence of indebtedness under this part are empowered to execute a mortgage or deed of trust upon the real estate to secure and make certain the payment of the indebtedness thereby secured.
(b)
Such posts are further empowered, through their proper officials, to execute a mortgage or deed of trust upon any property or real estate owned by them, for the purpose of borrowing money to purchase ground for such burial place, or ground for erecting or remodeling, improving, or repairing a building suitable for hall purposes, or for repairing, or improving the same, whenever it may become necessary, or to secure the payment of any indebtedness.
Acts 1925, ch. 152, § 2; Shan. Supp. § 2577a15; Code 1932, § 4429; Acts 1945, ch. 90, § 1; C. Supp. 1950, § 4429; Acts 1967, ch. 298, § 3; T.C.A. (orig. ed.), §§ 48-1520, 48-4-202.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 102 - FRATERNAL AND PATRIOTIC ORGANIZATIONS (§§ 48-102-101 — 48-102-405) › Part 4 - VETERANS' ORGANIZATIONS (§§ 48-102-401 — 48-102-405) › Section 48-102-403 - Execution of mortgages and evidences of indebtedness - Liability of members

(a)
The commander of the post has the authority and power to execute and issue the evidence of indebtedness and to execute any mortgage, deed of trust, transfer, or other such conveyance, whenever the commander has been instructed by a regular meeting or meetings called upon ten (10) days' written notice to all members of the post, for that purpose, so to do. All such evidence of indebtedness, mortgages, deeds of trust, or other conveyances shall be executed by such commander in the name of the post, and shall be attested by the adjutant of such post.
(b)
Neither the commander, nor the adjutant, nor any member of the post, shall be individually liable for any of the indebtedness incurred by authority of this part.
Acts 1925, ch. 152, § 3; Shan. Supp., § 2577a16; Code 1932, § 4430; T.C.A. (orig. ed.), §§ 48-1521, 48-4-403.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 102 - FRATERNAL AND PATRIOTIC ORGANIZATIONS (§§ 48-102-101 — 48-102-405) › Part 4 - VETERANS' ORGANIZATIONS (§§ 48-102-401 — 48-102-405) › Section 48-102-404 - Sale of property

All posts of the American Legion, Veterans of Foreign Wars, Disabled American Veterans, American Veterans of World War II, Veterans of World War I of the U.S.A., Inc., or any other veterans' organization operating in this state and chartered by the congress of the United States have the power, after having acquired any land or property by virtue of this part, to sell, and convey the same, or any part of the same, by proper deed, whenever in their opinion such sale is deemed advisable or necessary; provided, that the sale or sales be authorized at a regular meeting of such post, or at a special meeting of such post, upon ten (10) days' written notice to all members of the post, the notice stating the purpose of the special meeting.
Acts 1927, ch. 52, § 2; mod. Code 1932, § 4431; Acts 1945, ch. 90, § 1; mod. C. Supp. 1950, § 4431; Acts 1967, ch. 298, § 4; T.C.A. (orig. ed.), §§ 48-1522, 48-4-404.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 102 - FRATERNAL AND PATRIOTIC ORGANIZATIONS (§§ 48-102-101 — 48-102-405) › Part 4 - VETERANS' ORGANIZATIONS (§§ 48-102-401 — 48-102-405) › Section 48-102-405 - Authority of commander to implement sale

The commander of the post has the full power to execute in the name of the post and deliver all deeds of conveyance necessary to put into effect the sale or sales whenever the commander has been so instructed and directed by the post, and the deed of conveyance shall be attested by the adjutant of the post.
Acts 1927, ch. 52, § 3; mod. Code 1932, § 4432; T.C.A. (orig. ed.), §§ 48-1523, 48-4-405.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 1 - TENNESSEE INVESTOR PROTECTION ACT (§§ 48-103-101 — 48-103-113) › Section 48-103-101 - Short title

This part shall be known and may be cited as the "Tennessee Investor Protection Act."
Acts 1976, ch. 536, §§ 1, 2; T.C.A., §§ 48-2101, 48-5-101, 48-35-101.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 1 - TENNESSEE INVESTOR PROTECTION ACT (§§ 48-103-101 — 48-103-113) › Section 48-103-105 - Filing of solicitation materials

(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, not later than the time copies of such solicitation materials are first published or used or sent to offerees.
(b)
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.
Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2105, 48-5-105, 48-35-105.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 1 - TENNESSEE INVESTOR PROTECTION ACT (§§ 48-103-101 — 48-103-113) › Section 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:
(1)
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;
(2)
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;
(3)
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
(4)
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.
Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2106, 48-5-106, 48-35-106.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 1 - TENNESSEE INVESTOR PROTECTION ACT (§§ 48-103-101 — 48-103-113) › Section 48-103-107 - Consent to service

(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 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.
(b)
The form of such consent shall be prescribed by the commissioner.
(c)
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.
Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2107, 48-5-107, 48-35-107.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 1 - TENNESSEE INVESTOR PROTECTION ACT (§§ 48-103-101 — 48-103-113) › Section 48-103-108 - Administration - Rules and orders - Hearings

(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 this part, as are necessary to the administration thereof in carrying out the powers and duties vested in the commissioner by this part.
(3)
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.
(4)
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.
(b)
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.
(c)
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.
Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2108, 48-5-108, 48-35-108.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 1 - TENNESSEE INVESTOR PROTECTION ACT (§§ 48-103-101 — 48-103-113) › Section 48-103-109 - Fees and expenses

(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 this part shall be charged ratably to the offeror and the offeree company, unless otherwise ordered by the commissioner.
Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2109, 48-5-109, 48-35-109.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 1 - TENNESSEE INVESTOR PROTECTION ACT (§§ 48-103-101 — 48-103-113) › Section 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.
Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2110, 48-5-110, 48-35-110.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 1 - TENNESSEE INVESTOR PROTECTION ACT (§§ 48-103-101 — 48-103-113) › Section 48-103-111 - Criminal penalties

(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 misdemeanor.
(2)
Any person who knowingly engages in a fraudulent practice declared unlawful in §
48-103-106
commits a Class E felony.
(b)
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.
(c)
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.
Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2111, 48-5-111; Acts 1989, ch. 591, §§ 44, 111; T.C.A., § 48-35-111.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 1 - TENNESSEE INVESTOR PROTECTION ACT (§§ 48-103-101 — 48-103-113) › Section 48-103-112 - Civil liabilities

(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 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.
(b)
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.
(c)
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.
(d)
The rights and remedies under this part are in addition to any other rights or remedies that may exist in law or equity.
Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2112, 48-5-112, 48-35-112.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 1 - TENNESSEE INVESTOR PROTECTION ACT (§§ 48-103-101 — 48-103-113) › Section 48-103-113 - Applicability of part

(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 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
.
(c)
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.
(d)
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.
Acts 1976, ch. 536, § 2; impl. am. Acts 1978, ch. 708, §§ 1.04, 5.25, 6.01; 1979, ch. 315, § 1; T.C.A., §§ 48-2114, 48-5-114, 48-35-113.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 2 - TENNESSEE BUSINESS COMBINATION ACT (§§ 48-103-201 — 48-103-209) › Section 48-103-201 - Short title - Part supplemental

(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 requirements contained in the charter or bylaws of a resident domestic corporation.
Acts 1988, ch. 500, § 1; T.C.A., § 48-35-201.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 2 - TENNESSEE BUSINESS COMBINATION ACT (§§ 48-103-201 — 48-103-209) › Section 48-103-202 - Public policy

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 shareholders, employees, customers, suppliers, and local communities and their economies whose welfare is vital to this state's interests;
(2)
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;
(3)
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;
(4)
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;
(5)
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
(6)
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.
Acts 1988, ch. 500, § 1; T.C.A., § 48-35-202.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 2 - TENNESSEE BUSINESS COMBINATION ACT (§§ 48-103-201 — 48-103-209) › Section 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. § 78
l
(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.
Acts 1988, ch. 500, § 3; T.C.A., § 48-35-204.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 2 - TENNESSEE BUSINESS COMBINATION ACT (§§ 48-103-201 — 48-103-209) › Section 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:
(1)
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
(2)
The business combination is not subject to regulation under this part by virtue of §
48-103-207
.
Acts 1988, ch. 500, § 4; T.C.A., § 48-35-205.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 2 - TENNESSEE BUSINESS COMBINATION ACT (§§ 48-103-201 — 48-103-209) › Section 48-103-208 - Actions for damages, injunctions, or other relief

(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 which are a party to such business combination;
(2)
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
(3)
By the attorney general and reporter.
(b)
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.
(c)
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.
(d)
Actions may be brought in any court of competent jurisdiction for violations of this part in the same manner as any other civil action.
Acts 1988, ch. 500, § 7; T.C.A., § 48-35-208.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 2 - TENNESSEE BUSINESS COMBINATION ACT (§§ 48-103-201 — 48-103-209) › Section 48-103-209 - Severability - Construction with other laws

(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 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.
(b)
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.
Acts 1988, ch. 500, § 8; T.C.A., § 48-35-209.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 3 - TENNESSEE CONTROL SHARE ACQUISITION ACT (§§ 48-103-301 — 48-103-312) › Section 48-103-301 - Short title

This part shall be known and may be cited as the "Tennessee Control Share Acquisition Act."
Acts 1988, ch. 500, § 9; T.C.A., § 48-35-301.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 3 - TENNESSEE CONTROL SHARE ACQUISITION ACT (§§ 48-103-301 — 48-103-312) › Section 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
.
Acts 1988, ch. 500, § 10; T.C.A., § 48-35-303.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 3 - TENNESSEE CONTROL SHARE ACQUISITION ACT (§§ 48-103-301 — 48-103-312) › Section 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:
(1)
The identity of the acquiring person and any associate of the acquiring person;
(2)
A statement that it is being made and delivered pursuant to the Tennessee Control Share Acquisition Act;
(3)
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;
(4)
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;
(5)
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
(6)
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.
Acts 1988, ch. 500, § 11; T.C.A., § 48-35-304.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 3 - TENNESSEE CONTROL SHARE ACQUISITION ACT (§§ 48-103-301 — 48-103-312) › Section 48-103-305 - Meeting to consider control share voting rights

(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 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.
(2)
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.
(3)
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.
(b)
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.
Acts 1988, ch. 500, § 12; T.C.A., § 48-35-305.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 3 - TENNESSEE CONTROL SHARE ACQUISITION ACT (§§ 48-103-301 — 48-103-312) › Section 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.
Acts 1988, ch. 500, § 13; T.C.A., § 48-35-306.
2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › MISCELLANEOUS CORPORATION PROVISIONS (§§ 48-101-101 — 48-103-505) › Chapter 103 - CORPORATE TAKEOVERS (§§ 48-103-101 — 48-103-505) › Part 3 - TENNESSEE CONTROL SHARE ACQUISITION ACT (§§ 48-103-301 — 48-103-312) › Section 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.
Acts 1988, ch. 500, § 14; T.C.A., § 48-35-307.