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Illinois Compiled Statutes

805 ILCS 5/11.65 (2026)

Right to dissent

✓ current as of May 2026
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(805 ILCS 5/11.65) (from Ch. 32, par. 11.65)
    Sec. 11.65. Right to dissent. (a) A shareholder of a corporation is entitled to dissent from, and obtain payment for his or her shares in the event of any of the following corporate actions:
    (1) consummation of a plan of merger or consolidation or a plan of share exchange to which the corporation is a party if (i) shareholder authorization is required for the merger or consolidation or the share exchange by Section 11.20 or the articles of incorporation or (ii) the corporation is a subsidiary that is merged with its parent or another subsidiary under Section 11.30;
    (2) consummation of a sale, lease or exchange of all, or substantially all, of the property and assets of the corporation other than in the usual and regular course of business;
    (3) an amendment of the articles of incorporation that materially and adversely affects rights in respect of a dissenter's shares because it:
    (i) alters or abolishes a preferential right of such shares;
    (ii) alters or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of such shares;
    (iii) in the case of a corporation incorporated prior to January 1, 1982, limits or eliminates cumulative voting rights with respect to such shares; or
    (4) any other corporate action taken pursuant to a shareholder vote if the articles of incorporation, by-laws, or a resolution of the board of directors provide that shareholders are entitled to dissent and obtain payment for their shares in accordance with the procedures set forth in Section 11.70 or as may be otherwise provided in the articles, by-laws or resolution.
    (b) A shareholder entitled to dissent and obtain payment for his or her shares under this Section may not challenge the corporate action creating his or her entitlement unless the action is fraudulent with respect to the shareholder or the corporation or constitutes a breach of a fiduciary duty owed to the shareholder.
    (c) A record owner of shares may assert dissenters' rights as to fewer than all the shares recorded in such person's name only if such person dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf the record owner asserts dissenters' rights. The rights of a partial dissenter are determined as if the shares as to which dissent is made and the other shares were recorded in the names of different shareholders. A beneficial owner of shares who is not the record owner may assert dissenters' rights as to shares held on such person's behalf only if the beneficial owner submits to the corporation the record owner's written consent to the dissent before or at the same time the beneficial owner asserts dissenters' rights.
(Source: P.A. 85-1269.)

    
Notes of Decisions
Cited in 7 cases (1 in the last 5 years), 1995–2025 · leading case: Brynwood Co. v. Schweisberger, 913 N.E.2d 150 (Ill. App. Ct. 2009).
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Brynwood Co. v. Schweisberger, 913 N.E.2d 150 (Ill. App. Ct. 2009). · cites it 2× “In the present case, Schweisberger’s status as a Brynwood shareholder was extinguished on August 7, 2002, upon the consummation of the corporate act to which he dissented, i.”
Arnold R. Rissman v. Owen Randall Rissman & Robert Dunn Glick, 213 F.3d 381 (7th Cir. 2000). “805 ILCS 5/11.65(a)(3)(iii), 5/11.70. This was his absolute right; it did not depend on demonstrating that elimination of cumulative voting was "oppressive" or the like.”
Weigel Broad. Co. v. Smith, 682 N.E.2d 745 (Ill. App. Ct. 1996). “65(a)(4) of the Business Corporation Act of 1983 (Act) (805 ILCS 5/11.65(a)(4) (West 1992)), that its shareholders could dissent and obtain payment for their shares in accord with section 11.”
Hunter v. Vercellotti, 649 N.E.2d 557 (Ill. App. Ct. 1995). “(See 805 ILCS 5/11.65, 11.70 (West 1992).) The plaintiff and her attorney-attended this meeting, at which a majority voted in favor of the sale.”
SBC Waste Solutions, Inc. v. Flood, 2025 IL App (3d) 240511-U (Ill. App. Ct. 2025). · cites it 4× “____________________________________________________________________________ ORDER ¶1 Held: The trial court erred in finding that the plaintiff offered sufficient facts to avoid dismissal under section 2-615 (735 ILCS 5/2-615 (West 2020)) because we hold that the dissenter’s…”
Rissman, Arnold R. v. Rissman, Owen R. (7th Cir. 2000). “If he thought $17 million too low, he had only to present that position to the state judiciary.”
Weigel Broad. Co. v. Smith (Ill. App. Ct. 1997). “65(a)(4) of the Business Corporation Act of 1983 (BCA)(805 ILCS 5/11.65(a)(4) (West 1992)), that its shareholders could dissent and obtain payment for their shares in accord with section 11.”
— 805 ILCS 5/11.65(a)(2) — 1 case
Brynwood Co. v. Schweisberger, 913 N.E.2d 150 (Ill. App. Ct. 2009). “In the present case, Schweisberger’s status as a Brynwood shareholder was extinguished on August 7, 2002, upon the consummation of the corporate act to which he dissented, i.”
— 805 ILCS 5/11.65(a)(3)(iii) — 2 cases
Arnold R. Rissman v. Owen Randall Rissman & Robert Dunn Glick, 213 F.3d 381 (7th Cir. 2000). “805 ILCS 5/11.65(a)(3)(iii), 5/11.70. This was his absolute right; it did not depend on demonstrating that elimination of cumulative voting was "oppressive" or the like.”
Rissman, Arnold R. v. Rissman, Owen R. (7th Cir. 2000). “If he thought $17 million too low, he had only to present that position to the state judiciary.”
— 805 ILCS 5/11.65(a)(4) — 2 cases
Weigel Broad. Co. v. Smith, 682 N.E.2d 745 (Ill. App. Ct. 1996). “65(a)(4) of the Business Corporation Act of 1983 (Act) (805 ILCS 5/11.65(a)(4) (West 1992)), that its shareholders could dissent and obtain payment for their shares in accord with section 11.”
Weigel Broad. Co. v. Smith (Ill. App. Ct. 1997). “65(a)(4) of the Business Corporation Act of 1983 (BCA)(805 ILCS 5/11.65(a)(4) (West 1992)), that its shareholders could dissent and obtain payment for their shares in accord with section 11.”
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