2021 Tennessee Code
Part 3 - Tennessee Control Share Acquisition Act
§ 48-103-302. Part Definitions

As used in this part, unless the context otherwise requires:
provided, that “control shares” includes such shares only to the extent to which their acquisition causes the acquiring person to exceed any threshold of voting power set forth above for which approval has not been obtained previously pursuant to § 48-103-307;
Shares with respect to which voting rights are held pursuant to a revocable proxy conferring the right to vote on any matter, including a vote of shareholders under § 48-103-307, or pursuant to written consent; or
Any acquisition described in subdivision (3)(C);
Unless the acquisition, when added to the shares previously held by the acquiring person would entitle the acquiring person to exercise or direct the exercise of voting power in a range in excess of a range of voting power previously authorized pursuant to § 48-103-307 or subdivision (3)(B)(ii) the acquisition of shares, or of securities convertible into shares, does not constitute a control share acquisition if the acquisition is made:
By or from a person whose voting rights previously were authorized by the shareholders of the corporation in compliance with this part;
By or from a person whose acquisition of shares of the corporation would have constituted a control share acquisition but for the application of any of the exceptions set forth in subdivision (3)(B)(ii); or
By a person who acquires any of the shares that were previously transferred pursuant to subdivision (3)(B)(ii);
“Control shares” means shares which, but for this part, would have voting power with respect to shares of a corporation that, when added to all other shares of the corporation owned by a person or with respect to which that person may exercise or direct the exercise of voting power, except by virtue of a revocable proxy or written consent, would entitle that person, immediately upon acquisition of the shares, to exercise or direct the exercise of voting power of the corporation in the election of directors within any of the following ranges of voting power:
One fifth (1/5) or more but less than one third (1/3) of all voting power;
One third (1/3) or more but less than a majority of all voting power; or
A majority or more of all voting power;
“Corporation” means a corporation organized under the laws of Tennessee which has become subject to this part pursuant to § 48-103-310 and which has:
One hundred (100) or more shareholders;
Its principal place of business, its principal office, or substantial assets within Tennessee; and
Either:
More than ten percent (10%) of its shareholders resident in Tennessee;
More than ten percent (10%) of its shares owned by shareholders resident in Tennessee; or
Ten thousand (10,000) or more shareholders resident in Tennessee;
“Interested shares” means the shares of a corporation which are owned, or with respect to which an irrevocable proxy is held, by:
An acquiring person;
Any officer of the corporation; or
Any employee of the corporation who is also a director of the corporation; and
“Person” means any individual, corporation, partnership, unincorporated association or other entity and any “associate” (as defined in subdivision (1)) of such individual or entity.

Structure 2021 Tennessee Code