48-103-309 - Appraisal of shares of dissenting shareholders. - Tennessee Statutes

48-103-309. Appraisal of shares of dissenting shareholders.

(a)  (1)  A charter or bylaw provision effective prior to the occurrence of a control share acquisition may provide that, in the event control shares acquired in a control share acquisition are accorded voting rights and the acquiring person has acquired control shares that confer upon such person a majority or more of all voting power entitled to vote generally with respect to the election of directors, all shareholders of record of the corporation, other than the acquiring person, who have not voted in favor of granting such voting rights to the acquiring person shall be entitled to an appraisal of the fair value of their shares in accordance with chapter 23 of this title.

     (2)  For purposes of this section, fair value shall be determined as of the date of the approval of voting rights by the shareholders and in accordance with the provisions of chapter 23 of this title which shall apply as nearly as practicable except that:

          (A)  Dissenting shareholders shall be provided with copies of all valuations, projections and estimates of the value of the corporation in the possession, custody, or control of the acquiring person or such acquiring person's associates or advisors; and

          (B)  Fair value includes consideration of the valuations, future events or transactions bearing upon the corporation's value to the acquiring shareholder as described in any valuations, projections or estimates made by or on behalf of the acquiring person or the acquiring person's associates.

(b)  The corporation, not less than twenty (20) days prior to the meeting convened pursuant to § 48-103-306, shall notify each of its shareholders that appraisal rights may be available for any or all shares of the corporation, and shall include in such notice a copy of this section and an accurate summary of the provisions of chapter 13 of this title.

(c)  Each shareholder electing to demand the appraisal of the shareholder's shares shall deliver to the corporation, before the taking of the vote described in § 48-103-307, a written demand for appraisal of the shareholder's shares. A proxy or vote against the voting rights of an acquiring person shall not constitute such a demand. A shareholder electing to take such action must do so by a separate written demand as herein provided.

(d)  Within ten (10) days after any vote in favor of a resolution granting voting rights to an acquiring person, the corporation shall notify each shareholder who has complied with the provisions of this subsection that the resolution has been adopted.

(e)  The corporation shall deliver to the acquiring person, within five (5) days of the taking of the vote under § 48-103-307, a statement setting forth the aggregate number of shares not voted in favor of the resolution and with respect to which demands for appraisal have been received and the aggregate number of holders of such shares.

[Acts 1988, ch. 500, § 16; T.C.A., § 48-35-309.]