Guam § 281311 - Court Action.

§ 281311. Court Action.

(a) If a shareholder makes demand for payment under § 281310 which

remains unsettled, the corporation shall commence a proceeding within 60

days after receiving the payment demand and petition the Superior Court of

Guam to determine the fair value of the shares and accrued interest. If the

corporation does not commence the proceeding within the 60-day period, it

shall pay in cash to each shareholder the amount the shareholder demanded

pursuant to § 281310 plus interest.

(b) The corporation shall commence the proceeding in the Superior

Court of Guam. If the corporation is a foreign corporation without a

registered office in Guam, it shall commence the proceeding where the

principal office or registered office of the domestic corporation merged with

the foreign corporation was located at the time of the transaction.

(c) The corporation shall make all shareholders (whether or not

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residents of Guam) whose demands remain unsettled parties to the

proceeding as in an action against their shares, and all parties must be served

with a copy of the petition. Nonresidents may be served by registered or

certified mail or by publication as provided by law.

(d) The jurisdiction of the court in which the proceeding is commenced

under subsection (b) is plenary and exclusive. The court may appoint one or

more persons as appraisers to receive evidence and recommend a decision on

the question of fair value. The appraisers shall have the powers described in

the order appointing them, or in any amendment to it. The shareholders

demanding appraisal rights are entitled to the same discovery rights as

parties in other civil proceedings. There shall be no right to a jury trial.

(e) Each shareholder made a party to the proceeding is entitled to

judgment:

(1) for the amount, if any, by which the court finds the fair value

of the shareholder’s shares, plus interest, exceeds the amount paid by

the corporation to the shareholder for such shares or

(2) for the fair value, plus interest, of the shareholder’s shares for

which the corporation elected to withhold payment under § 281309.