(a) Any offeror, who purchases a security in connection with a takeover offer not in compliance with this part or by means of any false statement of a material fact or omission to state a material fact necessary to make any statement made by the offeror not misleading, shall be liable to the person selling the security to the offeror, who may sue either at law or in equity to recover the security, plus any income received by the offeror thereon, upon tender of the consideration received, or for damages. Damages are the excess of either the value of the security on the date of purchase or its present value, whichever is greater, over the present value of the consideration received for the security. Tender requires only notice of willingness to pay the amount specified in exchange for the security. Any notice may be given by service as provided in § 48-103-107 or by certified mail to the last known address of the person liable.
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
Person: means any individual, partnership, limited partnership, syndicate, corporation, joint-stock company, unincorporated organization, trust or association. See Tennessee Code 48-103-102
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
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
(b) Every person who directly or indirectly controls a person liable under subsection (a), every partner, principal executive officer or director of such person, every person occupying a similar status or performing similar functions, every employee of such person who materially aids in the act or transaction constituting the violation, and every broker-dealer or agent who materially aids in the act or transaction constituting the violation, is also liable jointly or severally with and to the same extent as such person, unless the person liable hereunder proves that the person liable did not know, and in the exercise of reasonable care could not have known, of the existence of facts by reason of which the liability is alleged to exist. There is contribution as in cases of contract among the several persons so liable.(c) No action may be maintained under this section unless commenced before the expiration of two (2) years after the act or transaction constituting the violation.(d) The rights and remedies under this part are in addition to any other rights or remedies that may exist in law or equity.
