A Tennessee Consent Statement for Consent of Stockholders in Lieu of Special Meetings is a legal document that allows stockholders of a corporation to consent to specific actions or decisions without the need for a physical special meeting. It provides an efficient and convenient way for stockholders to express their approval or agreement on important matters, saving time and resources. The Tennessee Consent Statement outlines the terms and conditions for stockholders to provide their consent. It includes various key components such as the name of the corporation, the date of the consent statement, and the specific actions or decisions for which the consent is sought. The statement should also mention the total number of outstanding shares and the number of stockholders required for the consent to be valid. Under Tennessee law, stockholders may use a Consent Statement for various purposes, including but not limited to: 1. Election of Directors: Stockholders can use a Consent Statement to elect new directors to the corporation's board, allowing them to participate in the governance and decision-making process. 2. Amendments to Corporate Bylaws: In order to make changes to the bylaws that govern the corporation's internal operations and procedures, stockholders can provide their consent through a Consent Statement. 3. Approval of Mergers or Acquisitions: If the corporation plans to merge with another entity or engage in an acquisition, stockholders may use a Consent Statement to express their consent, eliminating the need for a special meeting. 4. Ratification of Significant Contracts: When a corporation enters into important contracts or agreements, stockholders can ratify these contracts through a Consent Statement, ensuring their participation and agreement. 5. Dissolution of the Corporation: In cases where the stockholders decide to dissolve the corporation, a Consent Statement can be used to obtain their consent and formalize the dissolution process. It is important to note that specific requirements may vary depending on the corporation's articles of incorporation and the Tennessee Business Corporation Act. Therefore, it is advisable to seek legal counsel and refer to the relevant laws and regulations when drafting or using a Tennessee Consent Statement for Consent of Stockholders in Lieu of Special Meetings.