Guam § 281104 - Action on a Plan of Merger or Share Exchange.

§ 281104. Action on a Plan of Merger or Share Exchange.

In the case of a domestic corporation that is a party to a merger or share

exchange:

(a) The plan of merger or share exchange must be adopted by the

board of directors.

(b) Except as provided in subsection (g) and in § 281105, after

adopting the plan of merger or share exchange the board of directors

must submit the plan to the shareholders for their approval. The board

of directors must also transmit to the shareholders a recommendation

that the shareholders approve the plan, unless the board of directors

makes a determination that because of conflicts of interest or other

special circumstances it should not make such a recommendation, in

which case the board of directors must transmit to the shareholders the

basis for that determination.

(c) The board of directors may condition its submission of the plan

of merger or share exchange to the shareholders on any basis.

(d) If the plan of merger or share exchange is required to be

approved by the shareholders, and if the approval is to be given at a

meeting, the corporation must notify each shareholder, whether or not

entitled to vote, of the meeting of shareholders at which the plan is to

be submitted for approval. The notice must state that the purpose, or

one of the purposes, of the meeting is to consider the plan and must

contain or be accompanied by a copy or summary of the plan. If the

corporation is to be merged into an existing corporation or other entity,

the notice shall also include or be accompanied by a copy or summary

of the articles of incorporation or organizational documents of that

corporation or other entity. If the corporation is to be merged into a

corporation or other entity that is to be created pursuant to the merger,

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the notice shall include or be accompanied by a copy or a summary of

the articles of incorporation or organizational documents of the new

corporation or other entity.

(e) Unless the articles of incorporation, or the board of directors

acting pursuant to subsection (c), requires a greater vote or a greater

number of votes to be present, approval of the plan of merger or share

exchange requires the approval of the shareholders at a meeting at

which a quorum consisting of at least a majority of the votes entitled to

be cast on the plan exists, and, if any class or series of shares is entitled

to vote as a separate group on the plan of merger or share exchange, the

approval of each such separate voting group at a meeting at which a

quorum of the voting group consisting of at least a majority of the votes

entitled to be cast on the merger or share exchange by that voting group

is present.

(f) Separate voting by voting groups is required whether or not a

voting group otherwise has voting rights of any kind:

(1) on a plan of merger, by each class or series of shares that:

(A) are to be converted, pursuant to the provisions of the

plan of merger, into shares or other securities, interests,

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

other property, or any combination of the foregoing, or

(B) would have a right to vote as a separate group on a

provision in the plan that, if contained in a proposed

amendment to articles of incorporation, would require action

by separate voting groups under § 281004;

(2) on a plan of share exchange, by each class or series of

shares included in the exchange, with each class or series

constituting a separate voting group; and

(3) on a plan of merger or share exchange, if the voting group

is entitled under the articles of incorporation to vote as a voting

group to approve a plan of merger or share exchange.

(g) Unless the articles of incorporation otherwise provide, approval

by the corporation’s shareholders of a plan of merger or share exchange

is not required if:

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(1) the corporation will survive the merger or is the acquiring

corporation in a share exchange;

(2) except for amendments permitted by § 281005, its articles

of incorporation will not be changed;

(3) each shareholder of the corporation whose shares were

outstanding immediately before the effective date of the merger or

share exchange will hold the same number of shares, with

identical preferences, limitations, and relative rights, immediately

after the effective date of change; and

(4) the issuance in the merger or share exchange of shares or

other securities convertible into or rights exercisable for shares

does not require a vote under § 28606.

(h) If as a result of a merger or share exchange one or more

shareholders of a domestic corporation would become subject to

personal liability for the obligations or liabilities of any other person or

entity, approval of the plan of merger shall require the execution, by

each such shareholder, of a separate written consent to become subject

to such personal liability.