ILCS » Chapter 805 · Act 5

805 ILCS 5/12.55

Shareholder remedies: public corporations

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(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.)

    
Notes of Decisions
Cited in 10 cases, 1993–2018 · leading case: Schirmer v. Bear
Sort: Relevance Newest Treatment
Schirmer v. Bear (1996) ill · cites it 18× “55 of the Illinois Business Corporations Act of 1983 (the Act) (805 ILCS 5/12.55 (West 1992)), a plaintiff shareholder in a close corporation must prove grounds which would justify dissolving the corporation as a prerequisite to receiving the statutory remedy of having the…”
Schirmer v. Bear (1995) illappct · cites it 8× “” The trial court also ruled that plaintiff was entitled to the alternative relief (see 805 ILCS 5/12.55 (West 1992)) of requiring the Agency to purchase his shares.”
Kalabogias v. Georgou (1993) illappct · cites it 3× “55 (now codified, as amended, as 805 ILCS 5/12.55 (West 1992)). Prior to trial and pursuant to section 12.”
Lozman v. Putnam (2002) illappct “55 (805 ILCS 5/12.55 (West 2000)) of the Act by filing an action which alleges illegal, oppressive or fraudulent conduct, plaintiff must establish that defendant engaged in alleged statutory misconduct.”
Knickman v. Midland Risk Services-Illinois, Inc. (1998) illappct “55 of the Business Corporation Act of 1983 (805 ILCS 5/12.55 (West 1994)), but contends here the lack of a definite agreement for repurchase of shares negates any right of plaintiff to make the value of the shares an element of damages in this case.”
Peter Georgou, Mary Ann Georgou, and Contessa Main Street Corporation v. Robert S. Fritzshall, Steven N. Fritzshall, and (1999) ca7 “ery aspect of Fritzshall’s performance, but on appeal the objections have come down to two: first, that Fritzshall should have stood aside and secured alternative counsel in the state case once it became clear that alteration of the corporate records was at issue, a step that…”
Machnicki v. Kurowski (2018) illappct “) 805 ILCS 5/12.55(h) (West 1994). In 1995, the legislature removed section 12.”
Machnicki v. Kurowski (2018) illappct “) 805 ILCS 5/12.55(h) (West 1994). In 1995, the legislature removed section 12.”
Lozman v. Putnam (2002) illappct “55 (805 ILCS 5/12.55 (West 2000)) of the Act by filing an action which alleges illegal, oppressive or fraudulent conduct, plaintiff must establish that defendant engaged in alleged statutory misconduct.”
Knickman v. Midland Risk Services Illinois, Inc. (1998) illappct “55 of the Business Corporation Act of 1983 (805 ILCS 5/12.55 (West 1994)), but contends here the lack of a definite agreement for repurchase of shares negates any right of plaintiff to make the value of the shares an element of damages in this case.”
— 805 ILCS 5/12.55(a) — 2 cases
Schirmer v. Bear (1996) ill “55 of the Illinois Business Corporations Act of 1983 (the Act) (805 ILCS 5/12.55 (West 1992)), a plaintiff shareholder in a close corporation must prove grounds which would justify dissolving the corporation as a prerequisite to receiving the statutory remedy of having the…”
Schirmer v. Bear (1995) illappct “” The trial court also ruled that plaintiff was entitled to the alternative relief (see 805 ILCS 5/12.55 (West 1992)) of requiring the Agency to purchase his shares.”
— 805 ILCS 5/12.55(a)(3) — 1 case
Schirmer v. Bear (1995) illappct “” The trial court also ruled that plaintiff was entitled to the alternative relief (see 805 ILCS 5/12.55 (West 1992)) of requiring the Agency to purchase his shares.”
— 805 ILCS 5/12.55(f) — 2 cases
Schirmer v. Bear (1996) ill “55 of the Illinois Business Corporations Act of 1983 (the Act) (805 ILCS 5/12.55 (West 1992)), a plaintiff shareholder in a close corporation must prove grounds which would justify dissolving the corporation as a prerequisite to receiving the statutory remedy of having the…”
Schirmer v. Bear (1995) illappct “” The trial court also ruled that plaintiff was entitled to the alternative relief (see 805 ILCS 5/12.55 (West 1992)) of requiring the Agency to purchase his shares.”
— 805 ILCS 5/12.55(g) — 2 cases
Kalabogias v. Georgou (1993) illappct “55 (now codified, as amended, as 805 ILCS 5/12.55 (West 1992)). Prior to trial and pursuant to section 12.”
Schirmer v. Bear (1995) illappct “” The trial court also ruled that plaintiff was entitled to the alternative relief (see 805 ILCS 5/12.55 (West 1992)) of requiring the Agency to purchase his shares.”
— 805 ILCS 5/12.55(h) — 2 cases
Machnicki v. Kurowski (2018) illappct “) 805 ILCS 5/12.55(h) (West 1994). In 1995, the legislature removed section 12.”
Machnicki v. Kurowski (2018) illappct “) 805 ILCS 5/12.55(h) (West 1994). In 1995, the legislature removed section 12.”
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