Guam § 281202 - Shareholder Approval of Certain Dispositions.

§ 281202. Shareholder Approval of Certain Dispositions.

(a) A sale, lease, exchange, or other disposition of assets, other than a

disposition described in § 281201, requires approval of the corporation’s

shareholders if the disposition would leave the corporation without a

significant continuing business activity. If a corporation retains a business

activity that represented at least 25 percent of total assets at the end of the

most recently completed fiscal year, and 25 percent of either income from

continuing operations before taxes or revenues from continuing operations

for that fiscal year, in each case of the corporation and its subsidiaries on a

consolidated basis, the corporation will conclusively be deemed to have

retained a significant continuing business activity.

(b) A disposition that requires approval of the shareholders under

subsection (a) shall be initiated by a resolution by the board of directors

authorizing the disposition. After adoption of such a resolution, the board of

directors shall submit the proposed disposition to the shareholders for their

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approval. The board of directors shall also transmit to the shareholders a

recommendation that the shareholders approve the proposed disposition,

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 shall transmit to the

shareholders the basis for that determination.

(c) The board of directors may condition its submission of a disposition

to the shareholders under subsection (b) on any basis.

(d) If a disposition is required to be approved by the shareholders under

subsection (a), and if the approval is to be given at a meeting, the

corporation shall notify each shareholder, whether or not entitled to vote, of

the meeting of shareholders at which the disposition is to be submitted for

approval. The notice shall state that the purpose, or one of the purposes, of

the meeting is to consider the disposition and shall contain a description of

the disposition, including the terms and conditions thereof and the

consideration to be received by the corporation.

(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, the approval of a disposition by the shareholders shall

require 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

disposition exists.

(f) After a disposition has been approved by the shareholders under

subsection (b), and at any time before the disposition has been

consummated, it may be abandoned by the corporation without action by the

shareholders, subject to any contractual rights of other parties to the

disposition.

(g) A disposition of assets in the course of dissolution under Article 14

is not governed by this section.

(h) The assets of a direct or indirect consolidated subsidiary shall be

deemed the assets of the parent corporation for the purposes of this section.

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ARTICLE 13

APPRAISAL RIGHTS

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SUBARTICLE A

RIGHT TO APPRAISAL AND PAYMENT FOR SHARES