48-103-308 - Redemption of control shares. - Tennessee Statutes

48-103-308. Redemption of control shares.

(a)  Notwithstanding the provisions of §§ 48-16-101 and 48-16-102, but subject to the provisions of §§ 48-16-302 and 48-16-401, charter or bylaw provisions effective prior to the occurrence of a control share acquisition may authorize the redemption, at the option of the corporation, of all but not less than all control shares acquired in a control share acquisition, at any time during the period ending sixty (60) days after the last acquisition of control shares by an acquiring person, from the acquiring person for the fair value of such shares if:

     (1)  No control acquisition statement has been filed; or

     (2)  A control acquisition statement has been filed and the shares are not accorded voting rights by the shareholders pursuant to § 48-103-307.

(b)  For purposes of this section, fair value shall be determined as of the effective date of the vote of the shareholders denying voting rights to the acquiring person if a control acquisition statement is filed or, if no control acquisition statement is filed, as of the date of the last acquisition of control shares by the acquiring person in a control share acquisition. Such value shall be determined without regard to the effect of the denial of voting rights hereunder.

[Acts 1988, ch. 500, § 15; T.C.A., § 48-35-308.]