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| | 104TH GENERAL ASSEMBLY
State of Illinois
2025 and 2026
HB4273 Introduced 1/14/2026, by Rep. Daniel Didech SYNOPSIS AS INTRODUCED:
| | | Amends the Business Corporation Act of 1983. Provides that, subject to any contrary provision in the articles of incorporation of a corporation, a director, officer, key employee, or other fiduciary of the corporation shall not take advantage of a corporate opportunity unless the person first tenders the opportunity to the corporation and the corporation rejects the opportunity. Provides that, if the rejection is by a disinterested board of directors or by disinterested shareholder action, the director, officer, key employee, or other fiduciary of the corporation may then take advantage of the opportunity. Effective immediately. |
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| | A BILL FOR |
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| | HB4273 | | LRB104 17031 SPS 30446 b |
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| 1 | | AN ACT concerning business.
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| 2 | | Be it enacted by the People of the State of Illinois, |
| 3 | | represented in the General Assembly:
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| 4 | | Section 5. The Business Corporation Act of 1983 is amended |
| 5 | | by adding Section 8.61 as follows:
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| 6 | | (805 ILCS 5/8.61 new) |
| 7 | | Sec. 8.61. Corporate opportunities. Subject to any |
| 8 | | contrary provision in the articles of incorporation of a |
| 9 | | corporation, a director, officer, key employee, or other |
| 10 | | fiduciary of the corporation shall not take advantage of a |
| 11 | | corporate opportunity unless the person first tenders the |
| 12 | | opportunity to the corporation and the corporation rejects the |
| 13 | | opportunity. If the rejection is by a disinterested board of |
| 14 | | directors or by disinterested shareholder action, the |
| 15 | | director, officer, key employee, or other fiduciary of the |
| 16 | | corporation may then take advantage of the opportunity.
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| 17 | | Section 99. Effective date. This Act takes effect upon |
| 18 | | becoming law. |