Dissenting Shareholders’ Rights Under the Illinois Business Corporation Act

Shareholders of Illinois corporations have the right to dissent from and have their shares bought out by the corporation under the following circumstances:

(1) The corporation intends to merge or consolidate with another corporation and shareholder consent is required for the merger or consolidation;

(2) The corporation sells, leases or exchanges all or substantially all of its assets other than in the usual course of its business;

(3) The corporation’s articles of incorporation are amended in a manner which materially and adversely affect the dissenter’s rights with respect to his shares in the corporation; or

(4) Any other corporate action is taken pursuant to shareholder vote and the articles of incorporation, the by-laws of the corporation, or a resolution of the board of directors of the corporation provides that shareholders are entitled to dissent and obtain payment for their shares under the particular circumstances.

The dissenter may challenge the action taken by the corporation rather than obtaining payment for his shares only if the action taken by the corporation is fraudulent with respect to the dissenter or it constitutes a breach of fiduciary duty owed to the dissenter.

805 ILCS 5/11.65