2016 Tennessee Code
Title 48 - Corporations and Associations
Nonprofit Corporations
Chapter 51 - General Provisions
Part 7 - Attorney General and Reporter
§ 48-51-701. Attorney general and reporter.

(a) The attorney general and reporter shall be given notice of the commencement of any proceeding which chapters 51-68 of this title authorize the attorney general and reporter to bring but which has been commenced by another person.

(b) Whenever any provision of chapters 51-68 of this title requires that notice be given to the attorney general and reporter or permits the attorney general and reporter to commence a proceeding:

(1) If no proceeding has been commenced, the attorney general and reporter may take appropriate action including, but not limited to, seeking injunctive relief;

(2) If a proceeding has been commenced by a person other than the attorney general and reporter, the attorney general and reporter, as of right, may intervene in such proceeding.

(c) Whenever any provision of chapters 51-68 of this title requires or authorizes any act or transaction upon a corporation providing written notice to the attorney general and reporter or obtaining prior review, approval, consent, or waiver of the attorney general and reporter, with respect to such act or transaction, then:

(1) The party seeking such approval, consent, or waiver shall make full, true and timely disclosure with respect to the proposed act or transaction, including the production of any relevant data, documents, and detailed statements of any and all collateral or oral understandings or agreements;

(2) The party seeking consent, approval, or waiver is obligated to produce in a timely fashion any additional information or documents the attorney general and reporter may thereafter request in order to review the matter, and the attorney general and reporter may also conduct whatever independent investigation the attorney general and reporter believes is appropriate;

(3) No oral clearance, release, or other oral statement purporting to bind the attorney general and reporter may be given, and the requesting party may rely only upon a written consent, approval, or waiver signed by the attorney general and reporter or the attorney general and reporter's designee;

(4) The attorney general and reporter may decline to consider the request for consent, approval, or waiver, and inaction by the attorney general and reporter, within the statutory period of notice, or otherwise, shall not be construed as consent to or approval of the act or transaction, or construed to waive, estop, or in any other way restrict the attorney general and reporter from exercising the attorney general and reporter's authority under chapters 51-68 of this title; and

(5) Any written consent, approval, or waiver given by the attorney general and reporter under chapters 51-68 of this title shall be deemed only to state the enforcement intention of the attorney general and reporter as of the date of such written statement. The attorney general and reporter retains the right to bring whatever action or proceeding the attorney general and reporter subsequently comes to believe is required by the public interest; provided, that if the attorney general and reporter in writing approves, consents to, or waives enforcement with respect to an act or transaction, the attorney general and reporter will not exercise the attorney general and reporter's right to bring an enforcement action hereunder when:

(A) There has been full and true disclosure at the time the request was presented; and

(B) Each request, if any, for additional information or documents by the attorney general and reporter as set forth in this section has been met fully, truthfully and timely.