(215 ILCS 5/28.2) (from Ch. 73, par. 640.2)
(Section scheduled to be repealed on January 1, 2027)
Sec. 28.2.
Proxies, consents and authorizations of domestic stock
companies. (a) The Director is authorized to regulate proxies, consents, and
authorizations in respect of securities issued by any company subject to
the provisions of this Article to the extent as may be necessary or
appropriate in the public interest or for the protection of investors,
and such regulation may include but shall not be limited to rules and
regulations under which any such company, director, or employee of the
company or any other person may solicit or permit the use of his name to
solicit any proxy, consent or authorization in respect of securities
issued by any such company.
(b) Unless proxies, consents or authorizations in respect of a
security of a company subject to the provisions of this Article are
solicited by or on behalf of the management of such company from the
holders of record of such security in accordance with the provisions of
any rules and regulations prescribed under subsection (a) of this
Section, prior to any annual or other meeting of the holders of such
security, such company shall, if required by such rules and regulations
prescribed by the Director as may be necessary or appropriate in the
public interest or for the protection of investors, file with the
Director and transmit to all holders of record of such security
information substantially equivalent to the information which would be
required to be transmitted if a solicitation were made.
(c) The authority granted under subsections (a) and (b) hereof
includes the power on the part of the Director to require such companies
to file with the Director and transmit to shareholders prior to the
annual meeting of shareholders an annual report containing such
financial statements for the last fiscal year as are referred to in the
Stockholder Information Supplement filed with the annual statement of
any such company under the provisions of Section 136 of this Code.
(d) If the Director finds, after notice and hearing, that such
company or any director, officer or employee of such company or any
other person has willfully violated the provisions of this Section or of
any rule or regulation prescribed by the Director hereunder, he may
order such company or any director, officer or employee of such company,
or any other person, as the case may be, to pay to the State of Illinois
a penalty in a sum not exceeding $5,000 for each such offense. The
findings, determinations and orders of the Director made pursuant to
this Section shall be subject to judicial review under the Administrative
Review Law, as now or hereafter amended.
(Source: P.A. 82-783.)
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