Illinois Administrative Code › Title 38 - FINANCIAL INSTITUTIONS › Part 1075 - SAVINGS BANK ACT › Subpart D - OPERATIONS › Section 1075.490 - Procedures for Exercise of Dissenters Rights

Current through Register Vol. 48, No. 28, July 12, 2024
Pursuant to Section 4012(c) of the Act, the procedures to be
				  used by savings banks and dissenters in arriving at a value and price for
				  dissenters' shares, as well as how distribution shall be made shall be as
				  follows.
a) Within 10 days after the
				date on which the action giving rise to the right to dissent is effective or 30
				days after the shareholder delivers to the savings bank the written demand for
				payment, whichever is later, the savings bank shall send each shareholder who
				has delivered a written demand for payment a statement setting forth the
				opinion of the savings bank as to the estimated value of the shares, the
				savings bank'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 value thereof upon transmittal to the savings bank
				of the certificate or certificates, or other evidence of ownership, with
				respect to such shares, or instructions to the dissenting shareholder to sell
				his or her shares within 10 days after delivery of the savings bank's statement
				to the shareholder. The savings bank 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 the 10 day period after being so
				instructed by the savings bank, for purposes of this Section the shareholder
				shall be deemed to have sold his or her shares at the average closing price of
				such shares, if listed on a national exchange, or the average of the bid and
				asked price with respect to such shares quoted by a principal market maker, if
				not listed on a national exchange, during the 10 day period.
b) If the shareholder does not agree with the
				opinion of the savings bank as to the estimated value of the shares, the
				shareholder, within 30 days from the delivery of the savings bank's statement
				of value, shall notify the savings bank in writing of the shareholder's
				estimate of value and demand payment for the difference between the
				shareholder's estimate of value and the amount of the payment by the savings
				bank or the proceeds of sale by the shareholder, whichever applies because of
				the procedure for which the savings bank opted pursuant to subsection
				(a).
c) If, within 60 days from
				delivery to the savings bank of the shareholder notification of estimate of
				value of the shares, the savings bank and the dissenting shareholder have not
				agreed in writing upon the value of the shares, the savings bank shall either
				pay the difference in value demanded by the shareholder or file a petition in
				the circuit court of the county in which either the registered office or the
				principal office of the savings bank is located, requesting the court to
				determine the fair value of the shares. The savings bank 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 should 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 savings bank 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.
d) The jurisdiction of the court in which the
				proceeding is commenced under subsection (c) by a savings bank 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.
e) 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 share exceeds the amount paid by
				the savings bank or the proceeds of sale by the shareholder, whichever amount
				applies. The judgment shall include an allowance for interest at such rate as
				the court may find to be fair and equitable in all the circumstances, from the
				date on which the corporate action giving rise to the right to dissent is
				approved to the date of payment.
f)
				The court, in an appraisal proceeding commenced under subsection (c), shall
				determine all costs of the proceeding, including the reasonable compensation
				and expenses of the appraisers, if any, and experts employed by any party, but
				shall exclude the fees and expenses of counsel for any party. If the fair value
				of the shares as determined by the court materially exceeds the amount the
				savings bank offered to pay for those shares, or if no offer was made, then all
				or any part of the expenses may be assessed against the savings bank. Except as
				otherwise provided in this Section, the practice, procedure, judgment and costs
				shall be governed by the Code of Civil Procedure [735 ILCS 5 ].