2023 Tennessee Code › Title 48 - CORPORATIONS AND ASSOCIATIONS (§§ 48-1-101 — 48-250-115) › FOR-PROFIT BUSINESS CORPORATIONS (§§ 48-11-101 — 48-28-109) › Chapter 23 - DISSENTERS' RIGHTS (§§ 48-23-101 — 48-23-302) › Part 1 - RIGHT TO DISSENT AND OBTAIN PAYMENT FOR SHARES (§§ 48-23-101 — 48-23-103) › Section 48-23-102 - Right to dissent

(a)
A shareholder is entitled to dissent from, and obtain payment of the fair value of the shareholder's shares in the event of, any of the following corporate actions:
(1)
Consummation of a plan of merger to which the corporation is a party:
(A)
If shareholder approval is required for the merger by §
48-21-104
or the charter and the shareholder is entitled to vote on the merger if the merger is submitted to a vote at a shareholders' meeting or the shareholder is a nonconsenting shareholder under §
48-17-104(b)
who would have been entitled to vote on the merger if the merger had been submitted to a vote at a shareholders' meeting; or
(B)
If the corporation is a subsidiary that is merged with its parent under §
48-21-105
;
(2)
Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the shareholder is entitled to vote on the plan if the plan is submitted to a vote at a shareholders' meeting or the shareholder is a nonconsenting shareholder under §
48-17-104(b)
who would have been entitled to vote on the plan if the plan had been submitted to a vote at a shareholders' meeting;
(3)
Consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business, if the shareholder is entitled to vote on the sale or exchange if the sale or exchange is submitted to a vote at a shareholders' meeting or the shareholder is a nonconsenting shareholder under §
48-17-104(b)
who would have been entitled to vote on the sale or exchange if the sale or exchange had been submitted to a vote at a shareholders' meeting, including a sale of all, or substantially all, of the property of the corporation in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one (1) year after the date of sale;
(4)
An amendment of the charter that materially and adversely affects rights in respect of a dissenter's shares because it:
(A)
Alters or abolishes a preferential right of the shares;
(B)
Creates, alters, or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of the shares;
(C)
Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities;
(D)
Excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or
(E)
Reduces the number of shares owned by the shareholder to a fraction of a share, if the fractional share is to be acquired for cash under §
48-16-104
;
(5)
Any corporate action taken pursuant to a shareholder vote to the extent the charter, bylaws, or a resolution of the board of directors provides that voting or nonvoting shareholders are entitled to dissent and obtain payment for their shares;
(6)
Consummation of a conversion of the corporation to another entity pursuant to chapter 21 of this title; or
(7)
In accordance with and to the extent provided in §
48-28-104(b)
, an amendment to the charter of a corporation as described in §
48-28-104(b)(1)
, or consummation of a merger or plan of share exchange as described in §
48-28-104(b)(2)
.
(b)
A shareholder entitled to dissent and obtain payment for the shareholder's shares under this chapter may not challenge the corporate action creating the shareholder's entitlement unless the action is unlawful or fraudulent with respect to the shareholder or the corporation.
(c)
Notwithstanding subsection (a), no shareholder may dissent as to any shares of a security which, as of the date of the effectuation of the transaction which would otherwise give rise to dissenters' rights, is listed on an exchange registered under § 6 of the Securities Exchange Act of 1934 (
15 U.S.C. § 78f
), as amended, or is a "national market system security," as defined in rules promulgated pursuant to the Securities Exchange Act of 1934 (
15 U.S.C. § 78a
), as amended.
Amended by 2015 Tenn. Acts, ch. 497,s 2, eff. 1/1/2016.
Acts 1986, ch. 887, § 13.02; 2012, ch. 1051, §§ 42 - 44.