Guam § 28861 - Judicial Action.

§ 28861. Judicial Action.

(a) A transaction effected or proposed to be effected by a corporation

(or by a subsidiary of the corporation or any other entity in which the

corporation has a controlling interest) that is not a director’s conflicting

interest transaction may not be enjoined, set aside, or give rise to an award of

damages or other sanctions, in a proceeding by a shareholder or by or in the

right of the corporation, because a director of the corporation, or any person

with whom or which he has personal, economic, or other association, has an

interest in the transaction.

(b) A director’s conflicting interest transaction may not be enjoined,

set aside, or give rise to an award of damages or other sanctions, in a

proceeding by a shareholder or by or in the right of the corporation, because

the director, or any person with whom or which he has a personal, economic,

or other association, has an interest in the transaction, if;

(1) directors’ action respecting the transaction was at any time

taken in compliance with § 28862;

(2) shareholders’ action respecting the transaction was at any

time taken in compliance with § 28863; or

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(3) the transaction, judged according to the circumstances at the

time of commitment, is established to have been fair to the corporation.