Tenn. Code § 48-103-204
No resident domestic corporation which has a class of voting stock registered or traded on a national securities exchange or registered with the securities and exchange commission pursuant to § 12(g) of the Exchange Act (15 U.S.C. § 78l(g)), nor any of its officers and directors shall be held liable at law or in equity for either having failed to approve the acquisition of shares by an interested shareholder on or before such interested shareholder's share acquisition date, or for seeking to enforce or implement this part and part 3 of this chapter, or for failing to adopt or recommend any charter or bylaw amendment or provision respecting this part and parts 3-5 of this chapter, or for opposing any proposed merger, exchange, tender offer or significant disposition of the assets of the resident domestic corporation or any subsidiary of such resident domestic corporation because of a good faith belief that such merger, exchange, tender offer or significant disposition of assets would adversely affect the resident domestic corporation's employees, customers, suppliers, the communities in which such resident domestic corporation or its subsidiaries operate or are located or any other relevant factor if such factors, including those factors specifically enumerated in this section, are permitted to be considered by the board of directors under the charter for such resident domestic corporation in connection with a merger, exchange, tender offer or significant disposition of assets.
T.C.A. § 48-103-204