House Sponsors: CROSS-LANG-SCOTT. Senate Sponsors: CULLERTON Short description: CORPORATIONS-COMBINATIONS-VOTE Synopsis of Bill as introduced: Amends the Business Corporation Act of 1983 in relation to the vote required for certain business combinations. Increases the threshold share ownership level before a shareholder is considered to be an interested shareholder from 10% to 15%. Provides that a corporation may elect to not be subject to the vote requirements by an action of its board of directors within 90 days after the effective date of this amendatory Act. Provides that a corporation may in its articles of incorporation elect to not be subject to the vote requirements. SENATE AMENDMENT NO. 1. Adds reference to: 805 ILCS 5/11.75 from Ch. 32, par. 11.75 Provides that the term "interested shareholder" does not include a person who owned shares in excess of the 15% limitation and is an affiliate or associate of the corporation and so continued to be the owner of 15% or more of the outstanding voting shares of the corporation. Provides that the term "associate" includes a corporation, partnership, unincorporated association, or other entity (instead of a corporation or organization) of which the person is a director, officer, or partner or is the owner of 20% or more of a class of voting shares. Adds definitions for "shares" and "voting shares". Further amends the Business Corporation Act of 1983 in the provisions concerning business combinations with interested shareholders. Provides that an amendment shall be effective immediately in the case of a corporation that has never had a class of voting shares that falls within certain categories and has not elected to be governed by these provisions (instead of not being effective until 12 months after adoption). Adds an exception to the restrictions in these provisions for if the business combination is with an interested shareholder who became an interested shareholder at a time when the restrictions did not apply. Makes changes to the definitions of "associate", "control", "interested shareholder", and "voting shares". Adds a definition for "shares". Makes other changes. Last action on Bill: PUBLIC ACT.............................. 90-0461 Last action date: 97-08-17 Location: House Amendments to Bill: AMENDMENTS ADOPTED: HOUSE - 0 SENATE - 1 END OF INQUIRY Full Text Bill Status