Guam § 28304 - Ultra Vires.

§ 28304. Ultra Vires.

(a) Except as provided in subsection (b), the validity of corporate action

may not be challenged on the ground that the corporation lacks or lacked

power to act.

(b) A corporation’s power to act may be challenged:

(1) in a proceeding by a shareholder against the corporation to

enjoin the act;

(2) in a proceeding by the corporation, directly, derivatively, or

through a receiver, trustee, or other legal representative, against an

incumbent or former director, officer, employee, or agent of the

corporation; or

(3) in a proceeding by the Attorney General under § 281410.

(c) In a shareholder’s proceeding under subsection (b)(1) to enjoin an

unauthorized corporate act, the court may enjoin or set aside the act, if

equitable and if all affected persons are parties to the proceeding, and may

award damages for loss (other than anticipated profits) suffered by the

corporation or another party because of enjoining the unauthorized act.

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ARTICLE 4

NAME

NOTE: In enacting this article, P.L. 29-144 (Jan. 30, 2009) erroneously

referred to Title 11 GCA. Pursuant to the authority granted by 1 GCA § 1606,

the references have been corrected to Title 18 GCA, which contains the General

Corporation Law.