(805 ILCS 5/12.55) (from Ch. 32, par. 12.55)
Sec. 12.55. Shareholder remedies: public corporations.
(a) In an action by a shareholder of a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association, the Circuit Court may order one or more of the remedies listed in subsection (b) if it is established that:
(1) The directors are deadlocked, whether because of
even division in the number of directors or because of greater than majority voting requirements in the articles of incorporation or the by-laws, in the management of the corporate affairs; the shareholders are unable to break the deadlock; and either irreparable injury to the corporation is thereby caused or threatened or the business of the corporation can no longer be conducted to the general advantage of the shareholders; or
(2) The directors or those in control of the
corporation have acted, are acting, or will act in a manner that is illegal, oppressive or fraudulent with respect to the petitioning shareholder; or
(3) The corporate assets are being misapplied or
wasted.
(b) In an action under subsection (a), the court may order the following relief:
(1) The appointment of a custodian to manage the
business and affairs of the corporation to serve for the term and under the conditions prescribed by the court;
(2) The appointment of a provisional director to
serve for the term and under the conditions prescribed by the court; or
(3) The dissolution of the corporation.
(c) The court, at any time during the pendency of the action and upon the motion of the complaining shareholder, may order the corporation to purchase the shares of the petitioning shareholder at a fair price determined by the court, with or without the assistance of appraisers, and payable in cash or in installments and with or without such security other than personal commitments of other shareholders as the court may direct.
(d) Either the corporation or any shareholder or group of shareholders may, any time after the filing of an action for dissolution pursuant to subdivision (b)(3), petition the court to purchase the shares of a complaining shareholder and, unless the court finds such procedure to be inequitable, the court shall determine the fair value of the shares as of such date as the court finds equitable. In so doing, the court shall follow the procedures set forth for appraisal of shares under Section 11.70 and shall thereafter dismiss the action.
(e) Nothing in this Section limits the equitable powers of the court to order other relief.
(Source: P.A. 89-169; eff. 7-19-95; 89-364, eff. 8-18-95; 89-626, eff. 8-9-96.)
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Last modified: February 18, 2015