Tennessee § 48-20-108 - Amendment of charter pursuant to reorganization.

§ 48-20-108. Amendment of charter pursuant to reorganization.

A corporation's charter may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute, if the charter after amendment contains only provisions required or permitted by § 48-12-102. The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth: The name of the corporation; The text of each amendment approved by the court; The date of the court's order or decree approving the articles of amendment; The title of the reorganization proceeding in which the order or decree was entered; and A statement that the court had jurisdiction of the proceeding under federal statute. Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan. This section does not apply after entry of a final decree in the reorganization proceedings, even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan. Acts 1986, ch. 887, § 10.08. Textbooks. Tennessee Forms (Robinson, Ramsey and Harwell), No. 5-705. Law Reviews. The Conundrum of Directors' Duties in Nearly Insolvent Corporations (Mike Roberts), 23 Mem. St. U.L. Rev. 273 (1993).