TN

Tennessee Blue Sky Laws

Tennessee regulates securities under the Tennessee Securities Act of 1980, enforced by the Securities Division of the Department of Commerce and Insurance. Tennessee requires registration or exemption for all securities offered or sold within the state.

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Donald Hateley, Of Counsel for securities law at Acquisition Stars

Donald Hateley

Of Counsel, Securities Law | Acquisition Stars

Donald Hateley serves as Of Counsel to Acquisition Stars for securities law matters. His background includes advising public and private companies on securities transactions, corporate finance, and corporate governance, including public and private equity and debt financings. Admitted to the California bar in 1993, he is a graduate of the University of Southern California Marshall School of Business and Southwestern Law School.

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Tennessee Securities Regulatory Overview

Regulatory Body
Tennessee Department of Commerce and Insurance, Securities Division
Primary Statute
Tennessee Securities Act of 1980 (T.C.A. 48-1-101 et seq.)

Registration Requirements

Tennessee allows registration by coordination, qualification, or notice filing. Reg D Rule 506 offerings require Form D notice filing with the Securities Division. Filing fee is $500, due within 15 days of first sale.

Key Provisions of Tennessee Securities Law

Understanding the core regulatory framework in Tennessee:

1

Securities must be registered before offer or sale unless exempt under the Tennessee Securities Act

2

The Securities Division has broad investigative and enforcement authority

3

Anti-fraud provisions cover material misrepresentation and deceptive practices

4

Tennessee requires registration of broker-dealers and investment advisers

Available Exemptions in Tennessee

Tennessee provides the following exemptions from full securities registration:

  • Federal covered securities with notice filing
  • Isolated nonissuer transactions
  • Sales to institutional investors
  • Limited offering exemptions for sales to no more than 15 persons in 12 months
  • Government securities

Penalties for Non-Compliance in Tennessee

Tennessee imposes civil penalties up to $10,000 per violation, criminal penalties including fines and imprisonment up to 3 years, investor rescission rights, and administrative sanctions.

How Tennessee Blue Sky Laws Affect Your Transaction

Tennessee's healthcare, music, and manufacturing industries generate M&A activity. Transactions involving Tennessee-based shareholders require compliance when stock is part of the consideration. Acquisition Stars works with securities counsel on Tennessee compliance for multi-state deals.

Need Help With a Tennessee Securities Transaction?

Acquisition Stars handles M&A transactions nationwide and works with securities counsel on blue sky compliance and securities offerings. Senior attorney Alex Lubyansky provides direct counsel on every M&A engagement. We tell you who would handle your matter before any introduction, and you decide whether to proceed.

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Need Help With a Tennessee Securities Transaction?

Submit your transaction details for a preliminary assessment. We help with the M&A side of the transaction and work with securities counsel on multi-state filings for Reg D, Reg A+, and Reg CF offerings involving Tennessee.

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Frequently Asked Questions

Common questions about Tennessee blue sky laws and securities compliance

What is Tennessee's Reg D filing fee?
Tennessee charges $500 for Reg D Rule 506 notice filings with the Securities Division.
Who enforces Tennessee securities laws?
The Securities Division of the Department of Commerce and Insurance enforces Tennessee's blue sky laws.
Does Tennessee conduct merit review?
Tennessee does not apply merit review to Reg D Rule 506 offerings. Only notice filing is required.

Blue Sky Laws in Nearby States

Georgia Blue Sky Laws GA
Alabama Blue Sky Laws AL
Kentucky Blue Sky Laws KY
North Carolina Blue Sky Laws NC
Virginia Blue Sky Laws VA
View all 50 state blue sky law guides →

Related M&A Resources

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Need Help With Securities Compliance in Tennessee?

Our managing partner provides selective M&A counsel and works with securities counsel on transactions involving Tennessee blue sky law compliance. Submit your transaction details for a preliminary assessment.

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