48-21-109 - Merger or share exchange with foreign corporation. - Tennessee Statutes

48-21-109. Merger or share exchange with foreign corporation.

(a)  One (1) or more foreign corporations may merge or enter into a share exchange with one (1) or more domestic corporations if:

     (1)  In a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;

     (2)  In a share exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated;

     (3)  The foreign corporation complies with § 48-21-107 if it is the surviving corporation of the merger or acquiring corporation of the share exchange; and

     (4)  Each domestic corporation complies with the applicable provisions of §§ 48-21-102 48-21-105 and, if it is the surviving corporation of the merger or acquiring corporation of the share exchange, with § 48-21-107.

(b)  Upon the taking effect of a merger or exchange, the surviving foreign corporation of a merger, the acquiring foreign corporation of a share exchange or the surviving foreign limited partnership of a merger or exchange, is deemed to:

     (1)  Appoint the secretary of state as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation party to the merger or exchange; and

     (2)  Agree that it will promptly pay to the dissenting shareholders of each domestic corporation party to the merger or exchange the amount, if any, to which they are entitled under chapter 23 of this title.

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

(d)  The effect of such merger or share exchange shall be the same as in the case of the merger or share exchange of domestic corporations, if the surviving corporation is to be governed by the laws of this state. If the surviving corporation is to be governed by the laws of any state other than this state, the effect of such merger or share exchange shall be the same as in the case of the merger or share exchange of domestic corporations except insofar as the laws of such other state provide otherwise.

[Acts 1986, ch. 887, § 11.07; 1994, ch. 776, §§ 42, 43; T.C.A., § 48-21-107.]