(215 ILCS 5/167) (from Ch. 73, par. 779)
Sec. 167.
Rights of
dissenting shareholders of domestic company.
(1) If a shareholder entitled to vote of (a) a domestic company which is
a party to a merger or consolidation or (b) a domestic insurance company to
be acquired under a plan of exchange files with such company, prior to or
at the meeting of shareholders at which the agreement of merger or
consolidation or plan of exchange is submitted to a vote, a written
objection to such agreement or plan, and does not vote in favor thereof,
and such shareholder, within 20 days after the merger or consolidation or
plan of exchange has become effective in this State makes written demand on
the surviving or new company or on the domestic insurance company to be
acquired under a plan of exchange for payment of the fair value of his
shares as of the day prior to the date on which the vote of shareholders
was taken approving the merger or consolidation or plan of exchange, such
surviving or new company or domestic insurance company shall pay to such
shareholder upon surrender of his certificate or certificates representing
such shares, the fair value thereof. Any shareholder who makes such
objection and demand shall cease to be a shareholder and shall have no
rights with respect to such shares except the right to receive payment
therefor. If within 30 days after the effective date, the value of such
shares is agreed upon between the shareholder and the surviving or new
company or the domestic insurance company to be acquired under a plan of
exchange, as the case may be, and such agreement is approved in writing by
the Director, payment therefor shall be made within 90 days after the
effective date. If within 30 days after the effective date the surviving or
new company or the domestic insurance company to be acquired under a plan
of exchange, as the case may be, and the shareholders do not so agree, or
any agreement as to value is not approved in writing by the Director,
either such company or the shareholder may, within 90 days after the
effective date, petition the circuit court of the county in which the
principal office of the surviving or new company or domestic insurance
company is located, to appraise the value of such shares. In the event the
surviving or new company has no office in this State, then such petition
may be filed in the circuit court of the county in which the principal
office of the company in which such shareholder holds shares was located,
immediately prior to such merger or consolidation. A copy of the petition
shall be delivered or mailed by registered mail to the Director within 5
days after the filing thereof and proof of such delivery or mailing shall
be filed with the court. The Director has the right to appear through the
Attorney General and be heard upon all questions and issues in the
proceeding. The practice, procedure and judgment in the circuit court upon
such petition shall be the same, so far as practicable, as that under the
eminent domain laws in this State.
(2) Payment of the appraised value of such shares shall be made within
60 days after the entry of the judgment or order finding such appraised
value and the judgment shall be payable only upon and simultaneously with
the surrender to the surviving or new company or the domestic insurance
company to be acquired under a plan of exchange of the certificate or
certificates representing such shares. The right of a dissenting
shareholder to be paid the fair value of his shares as herein provided
shall cease if and when the Director revokes the approval to the merger or
consolidation, as provided in Section 168, or if the merger or
consolidation or plan of exchange be abandoned.
(3) Every shareholder who did not vote in favor of such merger or
consolidation or plan of exchange and who does not object in writing and
demand payment of the value of his shares at the time and in the manner
aforesaid, or does not file a petition within the time herein limited, is
conclusively presumed to have assented to such merger or consolidation or
plan of exchange and shall be bound by the terms thereof.
(4) All shares of dissenting shareholders so acquired by a domestic
insurance company party to a plan of exchange shall be cancelled by the
board of directors of such company upon the plan of exchange becoming
effective or at any time thereafter, and the capital stock of the company
shall be decreased in accordance with Section 33.
(Source: Laws 1937, p. 696.)
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