18 Guam Code Ann. § 3302
Terms Used In 18 Guam Code Ann. § 3302
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
(1) Consummation of a plan of merger to which the corporation is a party:
(A) If stockholder approval is required for the merger by 18
GCA § 9103 or the Articles of Incorporation and the stockholder is entitled to vote on the merger; or
(B) If the corporation is a subsidiary that is merged with its parent under 18 Guam Code Ann. § 9104;
(2) Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the stockholder is entitled to vote on the plan;
(3) Consummation of a sale or exchange of all, or substantially all, of the property of the corporation other than in the usual and regular course of business if the stockholder is entitled to vote in the sale or exchange, including a sale in dissolution, but not including a sale pursuant to court order or a sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the stockholders within one (1) year after the date of sale;
(4) An amendment of the Articles of Incorporation that materially and adversely affects rights in respect of a dissenter’s shares because it:
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18 Guam Code Ann. BUSINESS STRUCTURES & FUNCTION
CH. 3 CORPORATE STOCK
(A) Alters or abolishes a preferential right of the shares;
(B) Creates, alters or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of the shares;
(C) Alters or abolishes a preemptive right of the holder of the shares to acquire shares or other securities;
(D) Excludes or limits the right of the shares to vote on any matter, or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights; or
(E) Reduces the number of shares owned by the stockholder to a fraction of a share if the fractional share so created is to be acquired for cash under § 3106 of this Chapter; or
(5) Any corporate action taken pursuant to a stockholder vote to the extent the Articles of Incorporation, Bylaws, or a Resolution of the board of directors provides that voting or nonvoting stockholders are entitled to dissent and obtain payment for their shares.
(b) A stockholder entitled to dissent and obtain payment for his shares under this Chapter may not challenge the corporate action creating his entitlement unless said action is unlawful or fraudulent with respect to the stockholder or the corporation.