Tennessee Code Title 45. Banks and Financial Institutions § 45-2-1315

Upon the request of any person or entity that proposes to issue any security in exchange for one (1) or more bona fide outstanding securities of a bank or bank holding company or partly in exchange for outstanding securities of a bank or bank holding company and partly for cash, the commissioner is authorized to approve the terms and conditions of the issuance and exchange after a hearing on the fairness of the terms and conditions at which all persons to whom it is proposed to issue securities in the exchange shall have the right to appear. Nothing in this section shall require the commissioner to hold a hearing or to approve the terms or conditions of any specific exchange of securities. Any party requesting a hearing shall agree to pay the cost for the hearing, including the cost for the department to retain outside legal or investment advice as deemed necessary by the commissioner. The commissioner may require the requesting party to post a bond in cash or by accepted sureties to cover the cost.