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 48-103-207 - Exemptions

Business combinations which would otherwise be subject to regulation under §
48-103-205
or §
48-103-206
shall be exempt from regulation thereunder if one (1) or more of the following subdivisions are applicable:
(1)
Unless the charter of the resident domestic corporation provides otherwise, §§
48-103-205
and
48-103-206
shall not apply to any business combination of a resident domestic corporation with, or proposed by or on behalf of, an interested shareholder or any associate or affiliate of such interested shareholder:
(A)
If the resident domestic corporation did not have, on such interested shareholder's share acquisition date, 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)); or
(B)
Regardless of such registration, if the resident domestic corporation was, on such interested shareholder's share acquisition date, a holding company whose principal subsidiary was a domestic life insurance company;
(2)
Unless the charter of the resident domestic corporation provides otherwise, §§
48-103-205
and
48-103-206
shall not apply to any business combination of a resident domestic corporation with, or proposed by or on behalf of, an interested shareholder who was an interested shareholder prior to March 11, 1988, unless subsequent thereto such interested shareholder increased such interested shareholder's proportion of the voting power of the resident domestic corporation's outstanding voting stock to a proportion in excess of the proportion of voting power such interested shareholder held prior to March 11, 1988, without prior board approval;
(3)
Sections
48-103-205
and
48-103-206
shall not apply to any business combination of a resident domestic corporation, the original charter or original bylaws of which contain a provision, or whose board of directors or shareholders adopt an amendment to the resident domestic corporation's bylaws within ninety (90) days of March 11, 1988, or, if no class or series of its voting stock is registered or traded on a national securities exchange or registered with the securities and exchange commission pursuant to § 12(g) of the Exchange Act within ninety (90) days of March 11, 1988, prior to the issuance of any 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, expressly electing not to be governed by §§
48-103-205
and
48-103-206
;
(4)
Sections
48-103-205
and
48-103-206
shall not apply to any business combination of a resident domestic corporation with, or proposed by or on behalf of, an interested shareholder of such corporation who became an interested shareholder inadvertently, if such interested shareholder:
(A)
As soon as practicable divests itself of a sufficient amount of the voting stock of such resident domestic corporation so that it no longer is the beneficial owner, directly or indirectly, of ten percent (10%) or more of the voting power of the outstanding voting stock of such corporation; and
(B)
Would not at any time within the five-year period preceding the announcement date with respect to such business combination have been an interested shareholder but for such inadvertent acquisition;
(5)
Sections
48-103-205
and
48-103-206
shall not apply to a resident domestic corporation otherwise subject to this part if an amendment to the charter or bylaws of the resident domestic corporation is approved by a majority of the continuing shares, which amendment expressly provides that such resident domestic corporation shall not be subject to §§
48-103-205
and
48-103-206
, and such amendment further expressly provides that it is not to be effective until two (2) years after the vote of the continuing shares.
Acts 1988, ch. 500, § 6; T.C.A., § 48-35-207.