Guam § 281312 - Court Costs and Counsel Fees.

§ 281312. Court Costs and Counsel Fees.

(a) The court in an appraisal proceeding commenced under § 281311

shall determine all costs of the proceeding, including the reasonable

compensation and expenses of appraisers appointed by the court. The court

shall assess the costs against the corporation, except that the court may

assess costs against all or some of the shareholders demanding appraisal, in

amounts the court finds equitable, to the extent the court finds such

shareholders acted arbitrarily, vexatiously, or not in good faith with respect

to the rights provided by this Article.

(b) The court in an appraisal proceeding may also assess the fees and

expenses of counsel and experts for the respective parties, in amounts the

court finds equitable:

(1) against the corporation and in favor of any or all shareholders

demanding appraisal if the court finds the corporation did not

substantially comply with the requirements of sections 281304, 281306,

281308 or 281309; or

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(2) against either the corporation or a shareholder demanding

appraisal, in favor of any other party, if the court finds that the party

against whom the fees and expenses are assessed acted arbitrarily,

vexatiously, or not in good faith with respect to the rights provided by

this Article.

(c) If the court in an appraisal proceeding finds that the services of

counsel for any shareholder were of substantial benefit to other shareholders

similarly situated, and that the fees for those services should not be assessed

against the corporation, the court may award to such counsel reasonable fees

to be paid out of the amounts awarded the shareholders who were benefitted.

(d) To the extent the corporation fails to make a required payment

pursuant to sections 281308, 281309, or 281310, the shareholder may sue

directly for the amount owed and, to the extent successful, shall be entitled

to recover from the corporation all costs and expenses of the suit, including

counsel fees.

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DISSOLUTION