Guam § 281105 - Merger Between Parent and Subsidiary or Between

§ 281105. Merger Between Parent and Subsidiary or Between

Subsidiaries.

(a) A domestic parent corporation that owns shares of a domestic or

foreign subsidiary corporation that carry at least 90 percent of the voting

power of each class and series of the outstanding shares of the subsidiary

that have voting power may merge the subsidiary into itself or into another

such subsidiary, or merge itself into the subsidiary, without the approval of

the board of directors or shareholders of the subsidiary, unless the articles of

incorporation of any of the corporations otherwise provide, and unless, in the

case of a foreign subsidiary, approval by the subsidiary’s board of directors

or shareholders is required by the laws under which the subsidiary is

organized.

(b) If under subsection (a) approval of a merger by the subsidiary’s

shareholders is not required, the parent corporation shall, within ten days

after the effective date of the merger, notify each of the subsidiary’s

shareholders that the merger has become effective.

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(c) Except as provided in subsections (a) and (b), a merger between a

parent and a subsidiary shall be governed by the provisions of Article 11

applicable to mergers generally.