Tennessee Code 48-68-206 – Considerations in making decision regarding proposed transaction
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In making a decision whether to object to a proposed public benefit hospital conveyance transaction, the attorney general and reporter shall consider:
Terms Used In Tennessee Code 48-68-206
- Acquiring entity: means the person who gains ownership or control of a public benefit hospital entity as a result of a public benefit hospital conveyance transaction. See Tennessee Code 48-68-202
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Contract: A legal written agreement that becomes binding when signed.
- Directors: means natural persons, designated in the charter or bylaws or elected or appointed by the incorporators, and their successors and natural persons elected or appointed to act as members of the board, irrespective of the names or titles by which such persons are described. See Tennessee Code 48-51-201
- Entity: includes the following, whether foreign or domestic: LLCs. See Tennessee Code 48-202-101
- Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
- Fiduciary: A trustee, executor, or administrator.
- Governing body: means the board of governors in the case of a board-managed LLC, the members in the case of a member-managed LLC, and the board of directors in the case of a corporation. See Tennessee Code 48-202-101
- Interest: means either or both of the following rights under the organic law of an unincorporated entity:
(A) The right to receive distributions from the entity either in the ordinary course or upon liquidation. See Tennessee Code 48-11-201 - Person: means any individual, partnership, trust, estate, corporation, association, joint venture, joint stock company or other organization. See Tennessee Code 48-68-202
- Public benefit hospital conveyance transaction: includes any transaction described in subdivision (3)(A)(i) or (3)(A)(ii) that is entered into by the public benefit hospital entity or by any entity that controls, is controlled by or is under common control with such public benefit hospital entity. See Tennessee Code 48-68-202
- Public benefit hospital entity: means any public benefit corporation, as defined in chapter 51, part 2 of this title, or any governmental entity that is licensed as a hospital under title 68, chapter 11, part 2, or considered a hospital under title 33, chapter 1, including entities affiliated with any of these through ownership, governance, or membership, such as a holding company or subsidiary. See Tennessee Code 48-68-202
- 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).
- Representative: means a governor, manager, employee or other agent of a foreign LLC. See Tennessee Code 48-202-101