(a)

Terms Used In Tennessee Code 48-103-108

  • 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.
  • Commissioner: means the commissioner of commerce and insurance. See Tennessee Code 48-103-102
  • 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
  • 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.
  • 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
  • Person: means any individual, partnership, limited partnership, syndicate, corporation, joint-stock company, unincorporated organization, trust or association. See Tennessee Code 48-103-102
  • 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
  • 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
  • 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
  • Subpoena: A command to a witness to appear and give testimony.
(1) This part shall be administered by the commissioner, who may exercise all powers granted to the commissioner by chapter 1 of this title which are not inconsistent with this part.
(2) The commissioner is authorized to promulgate such rules and regulations, consistent with this part, as are necessary to the administration thereof in carrying out the powers and duties vested in the commissioner by this part.
(3) The commissioner may by rule or order exempt from any provisions of this part takeover offers that the commissioner determines are not made for the purpose or do not have the effect of changing or influencing the control of an offeree company or where compliance with this part is not necessary for the protection of the shareholders of the offeree company, and the commissioner may similarly exempt any persons from the filing of statements under this part.
(4) The commissioner may by order direct any person to file any statement provided for in this part, if it appears that such person is delinquent in the filing of such statement.
(b) All hearings before the commissioner shall be conducted in accordance with the Uniform Administrative Procedures Act, compiled in title 4, chapter 5, and each party to such proceeding shall have all the procedural rights set out therein including, but not limited to, the right to proper notice, the right to confront witnesses and examine the evidence against the party, the right to cross-examine witnesses, the right to counsel, the right to present evidence in the party’s own behalf and the right to subpoena witnesses, books, records, papers and other objects. Such hearing may, at the option of the agency and upon agreement by the secretary of state or the secretary of state‘s designee, be conducted by a hearing officer from the administrative procedures division of the secretary of state’s office. Judicial review of the final agency decision in a contested case shall also be in accordance with the Uniform Administrative Procedures Act.
(c) The commissioner has the authority to promulgate rules in order to effectuate the purposes and objectives set out in this part, and such rules shall be promulgated and published in accordance with the Uniform Administrative Procedures Act. As provided in that chapter, any interested person has the right to petition the agency for the adoption, amendment or repeal of a rule or to petition the agency involved for a ruling on the applicability of a rule to any person, property or state of facts.
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