56-10-103 - Approval of the boards of directors. - Tennessee Statutes

56-10-103. Approval of the boards of directors.

(a)  The board of directors of each such corporation shall adopt a resolution approved by a majority of the whole board setting forth the proposed plan of merger, consolidation or exchange, and directing that it be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. The plan shall set forth:

     (1)  The name of each corporation that is a party to the plan and, if the name of any of them has been changed, the name under which it was formed; and the name of the surviving corporation or the name, or the method of determining the name, of the consolidated corporation;

     (2)  The terms and conditions of the proposed merger, consolidation or exchange of stock;

     (3)  The manner and basis of carrying the merger, consolidation or exchange into effect; and

     (4)  In the case of a merger, a statement of any amendments or changes in the charter of the surviving corporation to be effected by the merger; or in the case of a consolidation, all statements required to be included in the charter for a new corporation formed pursuant to title 48, chapter 12 or chapter 52, as applicable.

(b)  No director, officer, agent or employee of any such corporation shall receive any fee, commission, compensation or other valuable consideration whatsoever for in any manner aiding, promoting or assisting in the adoption or approval of the plan except as specifically set forth in the plan.

[Acts 1968, ch. 448, § 2; T.C.A., § 56-3603.]