§ 48-101-615 — Commencement of proceedings to determine fair value of shares

(a) If the disqualified shareholder does not accept the professional corporation's offer under § 48-101-614(b) within the thirty-day period, the shareholder during the following thirty-day period may deliver a written notice to the corporation demanding that it commence a proceeding to determine the fair value of the shares. The corporation may commence a proceeding at any time during the sixty (60) days following the effective date of its offer notice. If it does not do so, the shareholder may commence a proceeding against the corporation to determine the fair value of the shareholder's shares. (b) The corporation or disqualified shareholder shall commence the proceeding in the chancery or circuit court of the county where the corporation's principal office (or, if none in this state, its registered office) is located. The corporation shall make the disqualified shareholder a party to the proceeding court in which the proceeding is commenced is plenary and exclusive. (c) The court may appoint one (1) or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the power described in the order appointing them, or in any amendment to it. (d) The disqualified shareholder is entitled to judgment for the fair value of such shareholder's shares determined by the court as of the date of death, disqualification, transfer, retirement or termination of employment, together with interest from that date at a rate found by the court to be fair and equitable. (e) The court may order the judgment paid in installments determined by the court.

Legislative History

Acts 1992, ch. 698, § 1; T.C.A., § 48-3-615.