Guam § 3302 - Right to Dissent.

§ 3302. Right to Dissent.

(a) A stockholder is entitled to dissent from, and obtain payment of the

fair value of his shares in the event of, any of the following corporate

actions:

(1) Consummation of a plan of merger to which the corporation is

a party:

(A) If stockholder approval is required for the merger by 18

GCA § 9103 or the Articles of Incorporation and the stockholder

is entitled to vote on the merger; or

(B) If the corporation is a subsidiary that is merged with its

parent under 18 GCA § 9104;

(2) Consummation of a plan of share exchange to which the

corporation is a party as the corporation whose shares will be acquired,

if the stockholder is entitled to vote on the plan;

(3) Consummation of a sale or exchange of all, or substantially

all, of the property of the corporation other than in the usual and

regular course of business if the stockholder is entitled to vote in the

sale or exchange, including a sale in dissolution, but not including a

sale pursuant to court order or a sale for cash pursuant to a plan by

which all or substantially all of the net proceeds of the sale will be

distributed to the stockholders within one (1) year after the date of

sale;

(4) An amendment of the Articles of Incorporation that materially

and adversely affects rights in respect of a dissenter's shares because it:

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18 GCA BUSINESS S TRUCTURES & FUNCTION

(A) Alters or abolishes a preferential right of the shares;

(B) Creates, alters or abolishes a right in respect of

redemption, including a provision respecting a sinking fund for

the redemption or repurchase, of the shares;

(C) Alters or abolishes a preemptive right of the holder of

the shares to acquire shares or other securities;

(D) Excludes or limits the right of the shares to vote on any

matter, or to cumulate votes, other than a limitation by dilution

through issuance of shares or other securities with similar voting

rights; or

(E) Reduces the number of shares owned by the stockholder

to a fraction of a share if the fractional share so created is to be

acquired for cash under § 3106 of this Chapter; or

(5) Any corporate action taken pursuant to a stockholder vote to

the extent the Articles of Incorporation, Bylaws, or a Resolution of the

board of directors provides that voting or nonvoting stockholders are

entitled to dissent and obtain payment for their shares.

(b) A stockholder entitled to dissent and obtain payment for his shares

under this Chapter may not challenge the corporate action creating his

entitlement unless said action is unlawful or fraudulent with respect to the

stockholder or the corporation.