(a) Without the prior approval of the commissioner, a licensee shall not consummate a transaction involving a merger, acquisition of control, or a sale of all or substantially all of its business assets, where the licensee is a principal party to the transaction.
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Terms Used In Tennessee Code 45-8-214

  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Commissioner: means the commissioner of financial institutions. See Tennessee Code 45-8-203
  • Control: means , if used with respect to a specified person, the power to direct or cause the direction of, directly or indirectly through one (1) or more intermediaries, the management and policies of the specified person, whether through the ownership of voting securities, by contract, other than a commercial contract for goods or nonmanagement services. See Tennessee Code 45-8-203
  • 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.
  • Licensee: means a Tennessee corporation that is licensed under this part. See Tennessee Code 45-8-203
(b) The commissioner shall not approve the merger of a licensee with another corporation unless:

(1) The licensee is the surviving corporation; or
(2) If the licensee is the disappearing corporation, the surviving corporation is also a licensee.
(c) The commissioner shall approve an application by a licensee for approval of a proposed transaction involving a merger, acquisition of control or a sale of all or substantially all of the licensee’s business assets, only upon a finding by the commissioner that:

(1) The merger, acquisition, or sale will be on a sound financial basis with respect to the acquiring licensee;
(2) Upon consummation of the merger, acquisition, or sale, it is reasonable to believe that the acquiring licensee will comply with this part; and
(3) The merger, acquisition, or sale will not have a major detrimental impact upon competition in the providing of financing assistance or management assistance to business firms, or if there will be a major detrimental impact, the merger, acquisition, or sale is necessary in the interests of the financial soundness of any of the parties to the merger, acquisition, or sale, or is otherwise, on balance, in the public interest.
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