Guam § 281103 - Share Exchange.

§ 281103. Share Exchange.

(a) Through a share exchange:

(1) a domestic corporation may acquire all of the shares of one or

more classes or series of shares of another domestic or foreign

corporation, or all of the interests of one or more classes or series of

interests of a domestic or foreign other entity, in exchange for shares or

other securities, interests, obligations, rights to acquire shares or other

securities, cash, other property, or any combination of the foregoing,

pursuant to a plan of share exchange, or

(2) all of the shares of one or more classes or series of shares of a

domestic corporation may be acquired by another domestic or foreign

corporation or other entity, in exchange for shares or other securities,

interests, obligations, rights to acquire shares or other securities, cash,

other property, or any combination of the foregoing, pursuant to a plan

of share exchange.

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(b) A foreign corporation, or a domestic or foreign other entity, may be

a party to the share exchange only if:

(1) the share exchange is permitted by the laws under which the

corporation or other entity is organized or by which it is governed; and

(2) in effecting the share exchange, the corporation or other entity

complies with such laws and with its articles of incorporation or

organizational documents.

(c) The plan of share exchange must include:

(1) the name of each corporation or other entity whose shares or

interests will be acquired and the name of the corporation or other

entity that will acquire those shares or interests;

(2) the terms and conditions of the share exchange;

(3) the manner and basis of exchanging shares of a corporation or

interests in an other entity whose shares or interests will be acquired

under the share exchange into shares or other securities, interests,

obligations, rights to acquire shares or other securities, cash, other

property, or any combination of the foregoing; and

(4) any other provisions required by the laws under which any

party to the share exchange is organized or by the articles of

incorporation or organizational documents of any such party.

(d) The terms described in subsections (c)(2) and (c)(3) may be made

dependent on facts ascertainable outside the plan of share exchange,

provided that those facts are objectively ascertainable. The term facts

includes, but is not limited to, the occurrence of any event, including a

determination or action by any person or body, including the corporation.

(e) The plan of share exchange may also include a provision that the

plan may be amended prior to filing of the articles of share exchange with

the Director of Revenue & Taxation, provided that if the shareholders of a

domestic corporation that is a party to the share exchange are required or

permitted to vote on the plan, the plan must provide that subsequent to

approval of the plan by such shareholders the plan may not be amended to:

(1) change the amount or kind of shares or other securities,

interests, obligations, rights to acquire shares or other securities, cash,

or other property to be issued by the corporation or to be received by

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the shareholders of or owners of interests in any party to the share

exchange in exchange for their shares or interest under the plan; or

(2) change any of the terms or conditions of the plan if the change

would adversely affect such shareholders in any material respect.

(f) § 281103 does not limit the power of a domestic corporation to

acquire shares of another corporation or interests in another entity in a

transaction other than a share exchange.