48-103-305 - Meeting to consider control share voting rights. - Tennessee Statutes

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.]