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Illinois Compiled Statutes

805 ILCS 5/11.70 (2026)

Procedure to Dissent

✓ current as of May 2026
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(805 ILCS 5/11.70) (from Ch. 32, par. 11.70)
    Sec. 11.70. Procedure to Dissent.
    (a) If the corporate action giving rise to the right to dissent is to be approved at a meeting of shareholders, the notice of meeting shall inform the shareholders of their right to dissent and the procedure to dissent. If, prior to the meeting, the corporation furnishes to the shareholders material information with respect to the transaction that will objectively enable a shareholder to vote on the transaction and to determine whether or not to exercise dissenters' rights, a shareholder may assert dissenters' rights only if the shareholder delivers to the corporation before the vote is taken a written demand for payment for his or her shares if the proposed action is consummated, and the shareholder does not vote in favor of the proposed action.
    (b) If the corporate action giving rise to the right to dissent is not to be approved at a meeting of shareholders, the notice to shareholders describing the action taken under Section 11.30 or Section 7.10 shall inform the shareholders of their right to dissent and the procedure to dissent. If, prior to or concurrently with the notice, the corporation furnishes to the shareholders material information with respect to the transaction that will objectively enable a shareholder to determine whether or not to exercise dissenters' rights, a shareholder may assert dissenter's rights only if he or she delivers to the corporation within 30 days from the date of mailing the notice a written demand for payment for his or her shares.
    (c) Within 10 days after the date on which the corporate action giving rise to the right to dissent is effective or 30 days after the shareholder delivers to the corporation the written demand for payment, whichever is later, the corporation shall send each shareholder who has delivered a written demand for payment a statement setting forth the opinion of the corporation as to the estimated fair value of the shares, the corporation's latest balance sheet as of the end of a fiscal year ending not earlier than 16 months before the delivery of the statement, together with the statement of income for that year and the latest available interim financial statements, and either a commitment to pay for the shares of the dissenting shareholder at the estimated fair value thereof upon transmittal to the corporation of the certificate or certificates, or other evidence of ownership, with respect to the shares, or instructions to the dissenting shareholder to sell his or her shares within 10 days after delivery of the corporation's statement to the shareholder. The corporation may instruct the shareholder to sell only if there is a public market for the shares at which the shares may be readily sold. If the shareholder does not sell within that 10 day period after being so instructed by the corporation, for purposes of this Section the shareholder shall be deemed to have sold his or her shares at the average closing price of the shares, if listed on a national exchange, or the average of the bid and asked price with respect to the shares quoted by a principal market maker, if not listed on a national exchange, during that 10 day period.
    (d) A shareholder who makes written demand for payment under this Section retains all other rights of a shareholder until those rights are cancelled or modified by the consummation of the proposed corporate action. Upon consummation of that action, the corporation shall pay to each dissenter who transmits to the corporation the certificate or other evidence of ownership of the shares the amount the corporation estimates to be the fair value of the shares, plus accrued interest, accompanied by a written explanation of how the interest was calculated.
    (e) If the shareholder does not agree with the opinion of the corporation as to the estimated fair value of the shares or the amount of interest due, the shareholder, within 30 days from the delivery of the corporation's statement of value, shall notify the corporation in writing of the shareholder's estimated fair value and amount of interest due and demand payment for the difference between the shareholder's estimate of fair value and interest due and the amount of the payment by the corporation or the proceeds of sale by the shareholder, whichever is applicable because of the procedure for which the corporation opted pursuant to subsection (c).
    (f) If, within 60 days from delivery to the corporation of the shareholder notification of estimate of fair value of the shares and interest due, the corporation and the dissenting shareholder have not agreed in writing upon the fair value of the shares and interest due, the corporation shall either pay the difference in value demanded by the shareholder, with interest, or file a petition in the circuit court of the county in which either the registered office or the principal office of the corporation is located, requesting the court to determine the fair value of the shares and interest due. The corporation shall make all dissenters, whether or not residents of this State, whose demands remain unsettled parties to the proceeding as an action against their shares and all parties shall be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law. Failure of the corporation to commence an action pursuant to this Section shall not limit or affect the right of the dissenting shareholders to otherwise commence an action as permitted by law.
    (g) The jurisdiction of the court in which the proceeding is commenced under subsection (f) by a corporation is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. The appraisers have the power described in the order appointing them, or in any amendment to it.
    (h) Each dissenter made a party to the proceeding is entitled to judgment for the amount, if any, by which the court finds that the fair value of his or her shares, plus interest, exceeds the amount paid by the corporation or the proceeds of sale by the shareholder, whichever amount is applicable.
    (i) The court, in a proceeding commenced under subsection (f), shall determine all costs of the proceeding, including the reasonable compensation and expenses of the appraisers, if any, appointed by the court under subsection (g), but shall exclude the fees and expenses of counsel and experts for the respective parties. If the fair value of the shares as determined by the court materially exceeds the amount which the corporation estimated to be the fair value of the shares or if no estimate was made in accordance with subsection (c), then all or any part of the costs may be assessed against the corporation. If the amount which any dissenter estimated to be the fair value of the shares materially exceeds the fair value of the shares as determined by the court, then all or any part of the costs may be assessed against that dissenter. The court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts the court finds equitable, as follows:
        (1) Against the corporation and in favor of any or
    
all dissenters if the court finds that the corporation did not substantially comply with the requirements of subsections (a), (b), (c), (d), or (f).
        (2) Against either the corporation or a dissenter and
    
in favor of any other party if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this Section.
    If the court finds that the services of counsel for any dissenter were of substantial benefit to other dissenters similarly situated and that the fees for those services should not be assessed against the corporation, the court may award to that counsel reasonable fees to be paid out of the amounts awarded to the dissenters who are benefited. Except as otherwise provided in this Section, the practice, procedure, judgment and costs shall be governed by the Code of Civil Procedure.
    (j) As used in this Section:
        (1) "Fair value", with respect to a dissenter's
    
shares, means the proportionate interest of the shareholder in the corporation, without discount for minority status or, absent extraordinary circumstance, lack of marketability, immediately before the consummation of the corporate action to which the dissenter objects excluding any appreciation or depreciation in anticipation of the corporate action, unless exclusion would be inequitable.
        (2) "Interest" means interest from the effective date
    
of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.
(Source: P.A. 94-889, eff. 1-1-07.)

    
Notes of Decisions
Cited in 11 cases (1 in the last 5 years), 1993–2025 · 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 16× “70 of the Business Corporation Act of 1983 (the Act) (805 ILCS 5/11.70 (West 2002)), seeking a judicial determination of the fair value of shares of stock owned by respondents, Stuart A.”
Small v. Sussman, 713 N.E.2d 1216 (Ill. App. Ct. 1999). · cites it 4× “805 ILCS 5/11.70(f) (West 1996). An appraisal proceeding is pending in the chancery court for exactly this purpose.”
Weigel Broad. Co. v. Smith, 682 N.E.2d 745 (Ill. App. Ct. 1996). · cites it 5× “To resolve the issue, we have to determine the meaning of the words "fair value” in the Business Corporation Act of 1983 (805 ILCS 5/11.70 (West 1992)). On January 5, 1988, Weigel Broadcasting Co.”
Hunter v. Vercellotti, 649 N.E.2d 557 (Ill. App. Ct. 1995). · cites it 10× “70 of the Business Corporation Act of 1983 (805 ILCS 5/11.70 (West 1992)) for a circuit court to enter a judgment awarding a dissenting shareholder the amount of the corporation’s estimated fair value, prior to a final determination by the court of the fair market value of the…”
SPSS, Inc. v. Ellen Carnahan-Walsh, 641 N.E.2d 984 (Ill. App. Ct. 1994). · cites it 2× “70 of the Illinois Business Corporation Act of 1983 (805 ILCS 5/11.70 (West 1992)) (Act), for a judicial determination of the fair value of certain shares of SPSS class B common stock owned by defendants John Grillos, Ellen Carnahan-Walsh and Ronald Wanke.”
Kalabogias v. Georgou, 627 N.E.2d 51 (Ill. App. Ct. 1993). “70 provides that the jurisdiction of the court is “plenary and exclusive” and that it may appoint appraisers to receive evidence and recommend a decision on the question of “fair value.”
West Shore Assocs., Ltd. v. Am. Wilbert Vault Corp., 645 N.E.2d 494 (Ill. App. Ct. 1994). “50 of the Act (805 ILCS 5/11.50 (West 1992)), as of the effective date of the merger, July 8, 1993, West Shore lost its status as an AWV shareholder, subject to its dissenter’s rights under section 11.”
Fritzsche v. Laplante, 927 N.E.2d 218 (Ill. App. Ct. 2010). “805 ILCS 5/11.70 (West 2006). As to the Lease, defendants seem to abandon their earlier argument that they did follow corporate formalities.”
SBC Waste Solutions, Inc. v. Flood, 2025 IL App (3d) 240511-U (Ill. App. Ct. 2025). · cites it 2× “70 (805 ILCS 5/11.70 (West 2020)) of the Act.”
Fritzsche v. LaPlante (Ill. App. Ct. 2010). “805 ILCS 5/11.70 (West 2006). As to the Lease, defendants seem to abandon their earlier argument that they did follow corporate formalities.”
Weigel Broad. Co. v. Smith (Ill. App. Ct. 1997). “70 of the Business Corporation Act (805 ILCS 5/11.70 (West 1992)), after a number of minority shareholders dissented from the company's plan to buy them out in a reverse stock split.”
— 805 ILCS 5/11.70(1) — 1 case
Hunter v. Vercellotti, 649 N.E.2d 557 (Ill. App. Ct. 1995). “70 of the Business Corporation Act of 1983 (805 ILCS 5/11.70 (West 1992)) for a circuit court to enter a judgment awarding a dissenting shareholder the amount of the corporation’s estimated fair value, prior to a final determination by the court of the fair market value of the…”
— 805 ILCS 5/11.70(c) — 1 case
Hunter v. Vercellotti, 649 N.E.2d 557 (Ill. App. Ct. 1995). “70 of the Business Corporation Act of 1983 (805 ILCS 5/11.70 (West 1992)) for a circuit court to enter a judgment awarding a dissenting shareholder the amount of the corporation’s estimated fair value, prior to a final determination by the court of the fair market value of the…”
— 805 ILCS 5/11.70(d) — 2 cases
Brynwood Co. v. Schweisberger, 913 N.E.2d 150 (Ill. App. Ct. 2009). “70 of the Business Corporation Act of 1983 (the Act) (805 ILCS 5/11.70 (West 2002)), seeking a judicial determination of the fair value of shares of stock owned by respondents, Stuart A.”
Hunter v. Vercellotti, 649 N.E.2d 557 (Ill. App. Ct. 1995). “70 of the Business Corporation Act of 1983 (805 ILCS 5/11.70 (West 1992)) for a circuit court to enter a judgment awarding a dissenting shareholder the amount of the corporation’s estimated fair value, prior to a final determination by the court of the fair market value of the…”
— 805 ILCS 5/11.70(e) — 1 case
Hunter v. Vercellotti, 649 N.E.2d 557 (Ill. App. Ct. 1995). “70 of the Business Corporation Act of 1983 (805 ILCS 5/11.70 (West 1992)) for a circuit court to enter a judgment awarding a dissenting shareholder the amount of the corporation’s estimated fair value, prior to a final determination by the court of the fair market value of the…”
— 805 ILCS 5/11.70(f) — 4 cases
Small v. Sussman, 713 N.E.2d 1216 (Ill. App. Ct. 1999). “805 ILCS 5/11.70(f) (West 1996). An appraisal proceeding is pending in the chancery court for exactly this purpose.”
Weigel Broad. Co. v. Smith, 682 N.E.2d 745 (Ill. App. Ct. 1996). “To resolve the issue, we have to determine the meaning of the words "fair value” in the Business Corporation Act of 1983 (805 ILCS 5/11.70 (West 1992)). On January 5, 1988, Weigel Broadcasting Co.”
Kalabogias v. Georgou, 627 N.E.2d 51 (Ill. App. Ct. 1993). “70 provides that the jurisdiction of the court is “plenary and exclusive” and that it may appoint appraisers to receive evidence and recommend a decision on the question of “fair value.”
Hunter v. Vercellotti, 649 N.E.2d 557 (Ill. App. Ct. 1995). “70 of the Business Corporation Act of 1983 (805 ILCS 5/11.70 (West 1992)) for a circuit court to enter a judgment awarding a dissenting shareholder the amount of the corporation’s estimated fair value, prior to a final determination by the court of the fair market value of the…”
— 805 ILCS 5/11.70(g) — 1 case
Small v. Sussman, 713 N.E.2d 1216 (Ill. App. Ct. 1999). “805 ILCS 5/11.70(f) (West 1996). An appraisal proceeding is pending in the chancery court for exactly this purpose.”
— 805 ILCS 5/11.70(h) — 2 cases
Brynwood Co. v. Schweisberger, 913 N.E.2d 150 (Ill. App. Ct. 2009). “70 of the Business Corporation Act of 1983 (the Act) (805 ILCS 5/11.70 (West 2002)), seeking a judicial determination of the fair value of shares of stock owned by respondents, Stuart A.”
Hunter v. Vercellotti, 649 N.E.2d 557 (Ill. App. Ct. 1995). “70 of the Business Corporation Act of 1983 (805 ILCS 5/11.70 (West 1992)) for a circuit court to enter a judgment awarding a dissenting shareholder the amount of the corporation’s estimated fair value, prior to a final determination by the court of the fair market value of the…”
— 805 ILCS 5/11.70(i) — 1 case
SPSS, Inc. v. Ellen Carnahan-Walsh, 641 N.E.2d 984 (Ill. App. Ct. 1994). “70 of the Illinois Business Corporation Act of 1983 (805 ILCS 5/11.70 (West 1992)) (Act), for a judicial determination of the fair value of certain shares of SPSS class B common stock owned by defendants John Grillos, Ellen Carnahan-Walsh and Ronald Wanke.”
— 805 ILCS 5/11.70(j) — 1 case
Weigel Broad. Co. v. Smith, 682 N.E.2d 745 (Ill. App. Ct. 1996). “To resolve the issue, we have to determine the meaning of the words "fair value” in the Business Corporation Act of 1983 (805 ILCS 5/11.70 (West 1992)). On January 5, 1988, Weigel Broadcasting Co.”
— 805 ILCS 5/11.70(j)(2) — 1 case
Brynwood Co. v. Schweisberger, 913 N.E.2d 150 (Ill. App. Ct. 2009). “70 of the Business Corporation Act of 1983 (the Act) (805 ILCS 5/11.70 (West 2002)), seeking a judicial determination of the fair value of shares of stock owned by respondents, Stuart A.”
— 805 ILCS 5/11.70(j)(l) — 2 cases
Small v. Sussman, 713 N.E.2d 1216 (Ill. App. Ct. 1999). “805 ILCS 5/11.70(f) (West 1996). An appraisal proceeding is pending in the chancery court for exactly this purpose.”
Brynwood Co. v. Schweisberger, 913 N.E.2d 150 (Ill. App. Ct. 2009). “70 of the Business Corporation Act of 1983 (the Act) (805 ILCS 5/11.70 (West 2002)), seeking a judicial determination of the fair value of shares of stock owned by respondents, Stuart A.”
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