Part 1 Right to Dissent and Obtain Payment for Shares 48-23-101 – 48-23-103
Part 2 Procedure for Exercise of Dissenters’ Rights 48-23-201 – 48-23-209
Part 3 Judicial Appraisal of Shares 48-23-301 – 48-23-302

Terms Used In Tennessee Code > Title 48 > For-Profit Business Corporations > Chapter 23 - Dissenters' Rights

  • Agriculture: means :

    • (i) The land, buildings and machinery used in the commercial production of farm products and nursery stock. See Tennessee Code 1-3-105

    • 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.
    • Appraisal: A determination of property value.
    • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
    • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
    • Beneficial shareholder: means the person who is a beneficial owner of shares held by a nominee as the record shareholder. See Tennessee Code 48-23-101
    • Board: means the Ocoee River recreation and economic development fund board created pursuant to §. See Tennessee Code 11-8-102
    • 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
    • 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
    • Bylaws: means the code or codes of rules (other than the charter) adopted pursuant to chapters 51-68 of this title for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated. See Tennessee Code 48-51-201
    • Charter: includes amended and restated charters and articles of merger. See Tennessee Code 48-11-201
    • 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 environment and conservation or the commissioner's designee. See Tennessee Code 11-8-102
    • Conservation easement: means a conservation easement as defined in §. See Tennessee Code 11-10-101
    • Corporation: means the issuer of the shares held by a dissenter before the corporate action, and, for purposes of §§. See Tennessee Code 48-23-101
    • County mayor: means and includes "county executive" unless the context clearly indicates otherwise. See Tennessee Code 1-3-105
    • Court: includes every court and judge having jurisdiction in the case. See Tennessee Code 48-202-101
    • Department: means the department of environment and conservation. See Tennessee Code 11-8-102
    • Development fund: means the Ocoee River recreation and economic development fund. See Tennessee Code 11-8-102
    • Discovery: Lawyers' examination, before trial, of facts and documents in possession of the opponents to help the lawyers prepare for trial.
    • Dissenter: means a shareholder who is entitled to dissent from corporate action under §. See Tennessee Code 48-23-101
    • Dissolution: means that the LLC has incurred an event under §. See Tennessee Code 48-202-101
    • domestic corporation: means a corporation for profit, which is not a foreign corporation, incorporated under or subject to the Tennessee Business Corporation Act, compiled in chapters 11-27 of this title, as amended. See Tennessee Code 48-202-101
    • Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
    • 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
    • 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.
    • Ex officio: Literally, by virtue of one's office.
    • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
    • Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. See Tennessee Code 48-202-101
    • 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
    • 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. See Tennessee Code 48-23-101
    • 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: includes , but is not limited to, roads, water, watercourses, private ways and buildings, structures and machinery or equipment thereon when attached to the realty. See Tennessee Code 11-10-101
    • 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
    • Misdemeanor: Usually a petty offense, a less serious crime than a felony, punishable by less than a year of confinement.
    • Month: means a calendar month. See Tennessee Code 1-3-105
    • Month: means the time from any day of any month to the corresponding day of the succeeding month, if any, and if none, the last day of the succeeding month. See Tennessee Code 48-11-201
    • Nonprofit organization: means an entity that is exempt from federal income taxation pursuant to § 501(c) of the Internal Revenue Code, (26 U. See Tennessee Code 11-8-102
    • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
    • Ocoee River management zone: means the area of land managed by the department in accordance with agreements with the Tennessee Valley authority and U. See Tennessee Code 11-8-102
    • Ocoee River recreation fee: means the fee deposited in the development fund pursuant to the issuance of a permit as authorized in §. See Tennessee Code 11-8-102
    • Owner: includes , but is not limited to, tenant, lessee, occupant or person in control of the premises. See Tennessee Code 11-10-101
    • Person: includes a corporation, firm, company or association. See Tennessee Code 1-3-105
    • Person: includes individual and entity. See Tennessee Code 48-202-101
    • 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
    • Public use easement: means a public use easement as defined in §. See Tennessee Code 11-10-101
    • Quorum: The number of legislators that must be present to do business.
    • Rafting season: means the time period within a calendar year commencing on the date of the first release of water from the Ocoee River dams for recreational purposes by the Tennessee Valley Authority and concluding on the date of the last release of water from such dams for recreational purposes. See Tennessee Code 11-8-102
    • 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
    • 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. See Tennessee Code 48-23-101
    • Recreational purposes: includes , but is not limited to, any one (1) or any combination of the following: hunting, fishing, swimming, boating, camping, picnicking, hiking, pleasure driving, nature study, water skiing, winter sports, and visiting, viewing or enjoying historical, archaeological, scenic or scientific sites, or otherwise using land for purposes of the user. See Tennessee Code 11-10-101
    • Registered office: means the place in this state designated in the articles as the registered office of the LLC. See Tennessee Code 48-202-101
    • Reporter: Makes a record of court proceedings and prepares a transcript, and also publishes the court's opinions or decisions (in the courts of appeals).
    • Road: includes public bridges and may be held equivalent to the words "county way" "county road" or "state road". See Tennessee Code 1-3-105
    • Share: means the unit into which the proprietary interests in a corporation are divided. See Tennessee Code 48-11-201
    • Shareholder: means the record shareholder or the beneficial shareholder. See Tennessee Code 48-23-101
    • 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
    • Subsidiary: means a corporation more than fifty percent (50%) of whose outstanding voting shares are owned by its parent and/or the parent's other wholly-owned subsidiaries. See Tennessee Code 48-11-201
    • Trust fund: means the Tennessee heritage conservation trust fund. See Tennessee Code 11-7-102
    • Trustee: A person or institution holding and administering property in trust.
    • United States: includes district, authority, bureau, commission, department, and any other agency of the United States. 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
    • written: means any information in the form of a document. See Tennessee Code 48-11-201
    • Year: means a calendar year, unless otherwise expressed. See Tennessee Code 1-3-105