805 ILCS 5/11.70
2021 Illinois Compiled Statutes|Chapter 805 - BUSINESS ORGANIZATIONS|805 ILCS 5/ - Business Corporation Act of 1983.|Article 11 - Merger And Consolidation - Dissenters' Rights

 (from Ch. 32, par. 11.70)Sec. 11.70. Procedure to Dissent.(a) If the corporate action giving rise to the right to  dissent is to be approved at a meeting of shareholders, the notice of meeting  shall inform the shareholders of their right to dissent and the procedure  to dissent.  If, prior to the meeting, the corporation furnishes to the  shareholders material information with respect to the transaction that  will objectively enable a shareholder to vote on the transaction and to  determine whether or not to exercise dissenters' rights, a shareholder may  assert dissenters' rights only if the shareholder delivers to the corporation  before the vote is taken a written demand for payment for his or her shares  if the proposed action is consummated, and the shareholder does not  vote in favor of the proposed action.(b) If the corporate action giving rise to the right to dissent is not  to be approved at a meeting of shareholders, the notice to shareholders  describing the action taken under Section 11.30 or Section 7.10 shall inform  the shareholders of their right to dissent and the procedure to dissent.  If, prior to or concurrently with the notice, the corporation furnishes  to the shareholders material information with respect to the transaction  that will objectively enable a shareholder to determine whether or not to  exercise dissenters' rights, a shareholder may assert dissenter's rights  only if he or she delivers to the corporation within 30 days from the date  of mailing the notice a written demand for payment for his or her shares.(c) Within 10 days after the date on which the corporate action giving  rise to the right to dissent is effective or 30 days after the shareholder  delivers to the corporation the written demand for payment, whichever is  later, the corporation shall send each shareholder who has delivered a written  demand for payment a statement setting forth the opinion of the corporation  as to the estimated fair value of the shares, the corporation's latest balance  sheet as of the end of a fiscal year ending not earlier than 16 months  before the delivery of the statement, together with the statement of income  for that year and the latest available interim financial statements, and  either a commitment to pay for the shares of the dissenting shareholder  at the estimated fair value thereof upon transmittal to the corporation of the  certificate or certificates, or other evidence of ownership, with respect  to the shares, or instructions to the dissenting shareholder to sell  his or her shares within 10 days after delivery of the corporation's statement  to the shareholder.  The corporation may instruct the shareholder to sell  only if there is a public market for the shares at which the shares may  be readily sold.  If the shareholder does not sell within that 10 day  period after being so instructed by the corporation, for purposes of this  Section the shareholder shall be deemed to have sold his or her shares at  the average closing price of the shares, if listed on a national exchange,  or the average of the bid and asked price with respect to the shares quoted  by a principal market maker, if not listed on a national exchange, during  that 10 day period.(d) A shareholder who makes written demand for payment under this  Section retains all other rights of a shareholder until those rights are  cancelled or modified by the consummation of the proposed corporate action.   Upon consummation of that action, the corporation shall pay to each  dissenter who transmits to the corporation the certificate or other  evidence of ownership of the shares the amount the corporation estimates to  be the fair value of the shares, plus accrued interest, accompanied by a  written explanation of how the interest was calculated.(e) If the shareholder does not agree with the opinion of the  corporation as to the estimated fair value of the shares or the amount of  interest due, the shareholder, within 30 days from the delivery of the  corporation's statement of value, shall notify the corporation in writing  of the shareholder's estimated fair value and amount of interest due and  demand payment for the difference between the shareholder's estimate of  fair value and interest due and the amount of the payment by the  corporation or the proceeds of sale by the shareholder, whichever is  applicable because of the procedure for which the corporation opted  pursuant to subsection (c).(f) If, within 60 days from delivery to the corporation of the  shareholder notification of estimate of fair value of the shares and  interest due, the corporation and the dissenting shareholder have not  agreed in writing upon the fair value of the shares and interest due, the  corporation shall either pay the difference in value demanded by the  shareholder, with interest, or file a petition in the circuit court of the  county in which either the registered office or the principal office of the  corporation is located, requesting the court to determine the fair value of  the shares and interest due. The corporation shall make all dissenters,  whether or not residents of this State, whose demands remain unsettled  parties to the proceeding as an action against their shares and all parties  shall be served with a copy of the petition.  Nonresidents may be served by  registered or certified mail or by publication as provided by law. Failure  of the corporation to commence an action pursuant to this Section shall not  limit or affect the right of the dissenting shareholders to otherwise  commence an action as permitted by law.(g) The jurisdiction of the court in which the proceeding is commenced  under subsection (f) by a corporation is plenary and exclusive.  The court  may appoint one or more persons as appraisers to receive evidence and  recommend decision on the question of fair value.  The appraisers have the  power described in the order appointing them, or in any amendment to it.(h) Each dissenter made a party to the proceeding is entitled to  judgment for the amount, if any, by which the court finds that the fair  value of his or her shares, plus interest, exceeds the amount paid by the  corporation or the proceeds of sale by the shareholder, whichever amount  is applicable.(i) The court, in a proceeding commenced under subsection  (f), shall determine all costs of the proceeding, including the reasonable  compensation and expenses of the appraisers, if any, appointed by the  court under subsection (g), but shall exclude the fees and expenses of  counsel and experts for the respective parties.  If the fair value of the  shares as determined by the court materially exceeds the amount which the  corporation estimated to be the fair value of the shares or if no estimate  was made in accordance with subsection (c), then all or any part of the  costs may be assessed against the corporation.  If the amount which any  dissenter estimated to be the fair value of the shares materially exceeds  the fair value of the shares as determined by the court, then all or any  part of the costs may be assessed against that dissenter.  The court may  also assess the fees and expenses of counsel and experts for the respective  parties, in amounts the court finds equitable, as follows:(1) Against the corporation and in favor of any or     all dissenters if the court finds that the corporation did not substantially comply with the requirements of subsections (a), (b), (c), (d), or (f).(2) Against either the corporation or a dissenter and     in favor of any other party if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this Section.If the court finds that the services of counsel for any dissenter were of  substantial benefit to other dissenters similarly situated and that the  fees for those services should not be assessed against the corporation, the  court may award to that counsel reasonable fees to be paid out of the  amounts awarded to the dissenters who are benefited.  Except as otherwise  provided in this Section, the practice, procedure, judgment and costs shall  be governed by the Code of Civil Procedure.(j) As used in this Section:(1) "Fair value", with respect to a dissenter's     shares, means the proportionate interest of the shareholder in the corporation, without discount for minority status or, absent extraordinary circumstance, lack of marketability, immediately before the consummation of the corporate action to which the dissenter objects excluding any appreciation or depreciation in anticipation of the corporate action, unless exclusion would be inequitable.(2) "Interest" means interest from the effective date     of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.      (Source: P.A. 94-889, eff. 1-1-07.)