45-8-213 - Conflicts of interest. - Tennessee Statutes

45-8-213. Conflicts of interest.

(a)  If a licensee provides financing assistance to a business firm or engages in another business transaction, and if that financing assistance or transaction involves a potential conflict of interest, the terms and conditions under which the licensee provides the financing assistance or engages in the transaction shall not be less favorable to the licensee than the terms and conditions that would be required by the licensee in the ordinary course of business if the transaction did not involve a potential conflict of interest. Each person who participates in the decision of the licensee relating to a transaction described in this section and has knowledge of a potential conflict of interest involving that transaction shall take care that the potential conflict of interest is disclosed in the documents of the transaction or, for a business transaction not involving financing assistance, in appropriate documents.

(b)  For the purposes of subsection (a), transactions engaged in by a licensee that involve a potential conflict of interest include, but are not limited to, the following:

     (1)  Providing financing assistance to a principal shareholder of the licensee, to a person controlled by a principal shareholder of the licensee, or to a director, officer, partner, relative, controlling person, or affiliate of a principal shareholder of the licensee;

     (2)  Providing financing assistance to a business firm that is a principal shareholder of the licensee, or to a director, officer, partner, relative, controlling person, or affiliate of a principal shareholder of the licensee, or to a person controlled by a principal shareholder of the licensee that provides or plans to provide contemporaneous financing assistance;

     (3)  Providing financing assistance to a business firm that has or is expected to have a substantial business relationship with another business firm that has a director, officer, or controlling person who is also a director, officer or controlling person of the licensee or who is the spouse of a director, officer, or controlling person of the licensee;

     (4)  Providing financing assistance to a business firm if that business firm, or a director, officer or controlling person of that business firm, contemporaneously, has loaned or will loan money to an associate of the licensee;

     (5)  Providing financing assistance for the purchase of property of an associate or principal shareholder of the licensee; and

     (6)  Selling or otherwise transferring any of its assets to an associate or principal shareholder of the licensee.

(c)  Nothing in this section or in any other section of this part limits the authority of the commissioner to determine that an act involves a conflict of interest and, therefore, is an unsafe or unsound act.

(d)  Except with the approval of the commissioner, a licensee shall not provide a lien on or security interest in any of its property for the purpose of securing an obligation of, or an obligation incurred for the benefit of, another person, other than a direct or indirect subsidiary thereof.

[Acts 1989, ch. 124, § 13; 1997, ch. 131, § 7.]