Terms Used In Tennessee Code > Title 48 > Miscellaneous Corporation Provisions > Chapter 103 > Part 1 - Tennessee Investor Protection Act

• Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
• articles of incorporation: includes all documents serving a similar function required to be filed with the secretary of state or other state office of the LLC's jurisdiction of organization. See Tennessee Code 48-202-101
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• board: means the board of directors or other similar governing body of the corporation. See Tennessee Code 13-30-103
• board of directors: means the governing board of a corporation, whether denominated the board of directors or otherwise, except that no person or group of persons is the board of directors because of powers delegated to that person or group pursuant to §. See Tennessee Code 48-51-201
• Broker-dealer: includes "broker-dealer" as defined in §. See Tennessee Code 48-103-102
• Business: includes every trade, occupation, profession, investment activity and other lawful purpose for gain or the preservation of assets whether or not carried on for profits. See Tennessee Code 48-202-101
• Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
• city: means any town, city, metropolitan government or county. See Tennessee Code 7-32-101
• Class: when used with reference to membership interests, means a category of membership interests that differs in one (1) or more rights or preferences from another category of membership interests of the LLC. See Tennessee Code 48-202-101
• Code: includes the Tennessee Code and all amendments and revisions to the code and all additions and supplements to the code. See Tennessee Code 1-3-105
• Commissioner: means the commissioner of commerce and insurance. See Tennessee Code 48-103-102
• Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
• Contract: A legal written agreement that becomes binding when signed.
• control: means the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract, or otherwise. See Tennessee Code 48-103-102
• Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
• Corporation: means a corporation created pursuant to this chapter to operate a land bank. See Tennessee Code 13-30-103
• Court: includes every court and judge having jurisdiction in the case. See Tennessee Code 48-202-101
• Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
• Deed: The legal instrument used to transfer title in real property from one person to another.
• Devise: To gift property by will.
• Directors: means natural persons, designated in the charter or bylaws or elected or appointed by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which such persons are described. See Tennessee Code 48-51-201
• Employee: includes an officer but not a director. See Tennessee Code 48-11-201
• Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
• Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. ^{Source: U.S. Courts}
• Equity security: means any share of stock or similar securities, or any securities convertible into such securities, or carrying any warrant or right to subscribe to or purchase such securities, or any such warrant or right, or any other security which the commissioner shall consider necessary or appropriate, by such rules and regulations as the commissioner may prescribe in the public interest or for the protection of investors, to deem to be an equity security. See Tennessee Code 48-103-102
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• Fair basis: means assessed value basis, square foot basis, or benefits received basis. See Tennessee Code 7-32-101
• Fiduciary: A trustee, executor, or administrator.
• Foreclosure: A legal process in which property that is collateral or security for a loan may be sold to help repay the loan when the loan is in default. ^{Source: OCC}
• Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
• Highway: includes public bridges and may be held equivalent to the words "county way" "county road" or "state road". See Tennessee Code 1-3-105
• Individual: includes the estate of an incompetent or deceased individual. See Tennessee Code 48-11-201
• Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
• Interest: means either or both of the following rights under the organic law of an unincorporated entity:
  (A) The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-11-201
• Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
• Land bank: means real property, however obtained or acquired and held by a corporation, created pursuant to this chapter, with the intent of acquiring and holding onto the real property so acquired until such a time as the corporation is able to find a willing and able buyer to acquire the real property from the corporation. See Tennessee Code 13-30-103
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• Lien: A claim against real or personal property in satisfaction of a debt.
• Local government: means :
  (A) Any home rule municipality. See Tennessee Code 13-30-103
• Month: means a calendar month. See Tennessee Code 1-3-105
• Offeree: means the record holder and beneficial owner of equity securities which an offeror acquires or offers to acquire in connection with a takeover offer. See Tennessee Code 48-103-102
• Offeree company: means a corporation or other issuer of equity securities which is incorporated or organized under the laws of this state or has its principal office in this state, which has substantial assets located in this state, and which is or may be involved in a takeover offer relating to any class of its equity securities. See Tennessee Code 48-103-102
• Offeror: means a person who makes or in any way participates in making a takeover offer, and includes all affiliates and associates of that person and all persons acting jointly or in concert for the purpose of acquiring, holding or disposing of or exercising any voting rights attaching to the equity securities for which a takeover offer is made. See Tennessee Code 48-103-102
• Owners: means members in the case of an LLC, shareholders in the case of a corporation, partners in the case of general or limited partnerships and the equivalent with respect to other entities. See Tennessee Code 48-202-101
• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
• Person: means any individual, partnership, limited partnership, syndicate, corporation, joint-stock company, unincorporated organization, trust or association. See Tennessee Code 48-103-102
• Pleadings: Written statements of the parties in a civil case of their positions. In the federal courts, the principal pleadings are the complaint and the answer.
• Principal office: means the office (in or out of this state) so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located. See Tennessee Code 48-11-201
• Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Tennessee Code 48-202-101
• Property: includes both personal and real property. See Tennessee Code 1-3-105
• Quorum: The number of legislators that must be present to do business.
• Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
• Real property: means one (1) or more defined parcels or tracts of land or interests, benefits and rights inherent in the ownership of real estate. See Tennessee Code 13-30-103
• Record: means information that is inscribed on a tangible medium or that is stored in an electronic or other medium and is retrievable in a perceivable form. See Tennessee Code 1-3-105
• Secretary: means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under §. See Tennessee Code 48-11-201
• Secretary of state: means the person who holds the office of secretary of state of Tennessee. See Tennessee Code 48-202-101
• Service of process: The service of writs or summonses to the appropriate party.
• Share: means the unit into which the proprietary interests in a corporation are divided. See Tennessee Code 48-11-201
• 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. See Tennessee Code 48-11-201
• signed: includes a mark, the name being written near the mark and witnessed, or any other symbol or methodology executed or adopted by a party with intention to authenticate a writing or record, regardless of being witnessed. See Tennessee Code 1-3-105
• State: when applied to the different parts of the United States, includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
• Statute: A law passed by a legislature.
• Subpoena: A command to a witness to appear and give testimony.
• Takeover offer: means the offer to acquire or the acquisition of any equity security of an offeree company, pursuant to a tender offer or request or invitation for tenders, if after the acquisition thereof the offeror would be directly or indirectly a beneficial owner of more than ten percent (10%) of any class of the outstanding equity securities of the offeree company. See Tennessee Code 48-103-102
• Trustee: A person or institution holding and administering property in trust.
• United States: includes the District of Columbia and the several territories of the United States. See Tennessee Code 1-3-105
• written: means any information in the form of a document. See Tennessee Code 48-11-201
• written: includes printing, typewriting, engraving, lithography, and any other mode of representing words and letters. See Tennessee Code 1-3-105
• Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105