(a) 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.(b) The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:(1) The name of the corporation;(2) The text of each amendment approved by the court;(3) The date of the court's order or decree approving the articles of amendment;(4) The title of the reorganization proceeding in which the order or decree was entered; and(5) A statement that the court had jurisdiction of the proceeding under federal statute.(c) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.(d) 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, 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.
Tennessee Legal Code