48-21-103 - Share exchange. - Tennessee Statutes

48-21-103. Share exchange.

(a)  A corporation may acquire all of the outstanding shares of one (1) or more classes or series of another corporation or units of a domestic or foreign limited partnership, and the shares of one (1) or more classes or series of a domestic corporation may be acquired by another domestic or foreign corporation or limited partnership, in exchange for shares, units, cash or other property, obligations, rights to purchase securities or other securities of a corporation or limited partnership that is a party to the exchange.

(b)  If a domestic limited partnership or foreign corporation or limited partnership is a party to the exchange:

     (1)  The exchange must be permitted by the laws under which such corporation or limited partnership is organized; and

     (2)  Such corporation or limited partnership must comply with such laws and its charter or certificate of limited partnership in effecting the exchange.

(c)  The plan of exchange must set forth:

     (1)  The name of each corporation or limited partnership whose shares or ownership units will be acquired and the name of the acquiring corporation or limited partnership;

     (2)  The terms and conditions of the exchange;

     (3)  The manner and basis of exchanging shares of each corporation or units of each limited partnership whose shares or units will be acquired for:

          (A)  Shares, units, cash or other property, obligations or other securities or one (1) or more of the other corporations or limited partnerships that are parties to the exchange; or

          (B)  Any combination of the foregoing; and

     (4)  Any other provisions required by the laws under which any foreign corporation or any domestic or foreign limited partnership that is a party to the exchange is organized.

(d)  The plan of exchange may set forth other provisions relating to the exchange.

(e)  This section does not limit the power of a domestic corporation to acquire all or part of the shares of one (1) or more classes or series of another corporation or units of a limited partnership through a voluntary exchange or otherwise.

[Acts 1986, ch. 887, § 11.02; 1994, ch. 776, § 37; T.C.A., § 48-21-102.]