(805 ILCS 5/11.50)
(from Ch. 32, par. 11.50)
Effect of merger, consolidation or exchange.
such merger or consolidation has been effected:
(1) The several corporations parties to the plan of merger or
consolidation shall be a single corporation, which, in the case of a
merger, is that corporation designated in the plan of merger as the
surviving corporation, and, in the case of a consolidation, is the new
corporation provided for in the plan of consolidation.
(2) The separate existence of all corporations parties to the plan of
merger or consolidation, except the surviving or new corporation, shall
(3) Such surviving or new corporation has all the rights, privileges,
immunities, and powers and is subject to all the duties and liabilities
of a corporation organized under this Act.
(4) Such surviving or new corporation shall thereupon and thereafter
possess all the rights, privileges, immunities, and franchises, as of
a public or a private nature, of each of the merging or consolidating
corporations; and all property, real, personal, and mixed, and all debts
due on whatever account, including subscriptions to shares, and all other
choses in action, and all and every other interest, of or belonging to or
due to each of the corporations so merged or consolidated, shall be taken
and deemed to be transferred to and vested in such single corporation
without further act or deed; and the title to any real estate, or any
interest therein, vested in any of such corporations shall not revert or be
in any way impaired by reason of such merger or consolidation.
(5) Such surviving or new corporation shall thenceforth be responsible
and liable for all the liabilities and obligations of each of the
corporations so merged or consolidated; and any claim existing or action or
proceeding pending by or against any of such corporations may be prosecuted
to judgment as if such merger or consolidation had not taken place, or such
surviving or new corporation may be substituted in its place. Neither the
rights of creditors nor any liens upon the property of any such
corporations shall be impaired by such merger or consolidation.
(6) In case of a merger, the articles of incorporation of the surviving
corporation are deemed to be amended to the extent, if any, that changes in
its articles are stated in the articles of merger; and, in the case of a
consolidation, the articles of incorporation of the new corporation are
set forth in the articles of consolidation.
(b) When such merger, consolidation or exchange has been effected, the
shares of the corporation or corporations to be converted or exchanged under
the terms of the plan cease to exist in the case of a merger or consolidation,
or are deemed to be exchanged in the case of an exchange. The holders of
those shares are entitled only to the money, securities or other property
into which those shares have been converted or for which those shares have
been exchanged in accordance with the plan, subject to any dissenters' rights
under Section 11.70 of this Act.
(c) The merger, consolidation or exchange of shares of a corporation
shall not: (i) prohibit the State from prosecuting a corporation
criminally by indictment, information or complaint filed subsequent to its
merger, consolidation or exchange for any offenses it committed prior thereto;
or (ii) abate or suspend a criminal proceeding which is pending against a
corporation on the effective date of said merger, consolidation or exchange.
(d) Where a corporation has been criminally prosecuted pursuant to
subsection (c) herein, and has been convicted and fined for a criminal
offense, the surviving or new corporation shall be responsible for the
payment of the fine only to the extent of any assets contributed to the
merger, consolidation or exchange of shares by the convicted corporation,
provided that the surviving or new corporation, at the time of acquisition,
did not know, or have reason to know, of the criminal acts which were the
basis for the criminal action. In the event the surviving or new
corporation did know, or have reason to know, of the criminal acts which
were the basis for the criminal action, it shall be responsible for the entire
amount of the fine. Nothing herein shall prohibit the State from collecting
a fine which was assessed against a corporation from a shareholder to the
extent that the corporation may have distributed assets to the shareholder.
(Source: P.A. 85-1440.)