2020 Tennessee Code
Title 48 - Securities, Corporations and Associations
Chapter 23 - Dissenters' Rights
Part 1 - Right to Dissent and Obtain Payment for Shares
§ 48-23-101. Chapter Definitions

Universal Citation: TN Code § 48-23-101 (2020)

As used in this chapter, unless the context otherwise requires:

  1. “Beneficial shareholder” means the person who is a beneficial owner of shares held by a nominee as the record shareholder;
  2. “Corporation” means the issuer of the shares held by a dissenter before the corporate action, and, for purposes of §§ 48-23-203 — 48-23-302, includes the survivor of a merger or conversion or the acquiring entity in a share exchange of that issuer;
  3. “Dissenter” means a shareholder who is entitled to dissent from corporate action under § 48-23-102 and who exercises that right when and in the manner required by part 2 of this chapter;
  4. “Fair value,” with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action;
  5. “Interest” means interest from the effective date of the corporate action that gave rise to the shareholder's right to dissent until the date of payment, at the average auction rate paid on United States treasury bills with a maturity of six (6) months (or the closest maturity thereto) as of the auction date for such treasury bills closest to such effective date;
  6. “Record shareholder” means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation; and
  7. “Shareholder” means the record shareholder or the beneficial shareholder.
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