Terms Used In 18 Guam Code Ann. § 28861

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
(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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CH. 28 GUAM BUSINESS CORPORATION ACT

(3) the transaction, judged according to the circumstances at the time of commitment, is established to have been fair to the corporation.

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