SAN BEDA COLLEGE ALABANG

SCHOOL OF LAW

LAW ON CORPORATIONS
2nd Semester, AY 2021-2022
Uella Vida V. Mancenido-Gayo

Course Requirements and Class Rules (COVID Edition):

1. Coverage : This revised syllabus shall cover only the second semester of Academic Year
2021-2022. Any suspension of classes shall be the subject of a revised syllabus as may be
determined by the Professor, in agreement with the students.

2. The class beadle shall be in charge of facilitating the platform for the conduct of on-line
classes.

3. All students are expected to have joined the session no later than five (5) minutes after the
scheduled beginning of the class.

4. No gadgets other than that which is used for the on-line class are allowed.

5. Recording of on-line class sessions shall not be allowed without the express consent of the
Professor and all the members of the class present during the said session.

6. No one is allowed to leave the meeting once the class has started unless there is a life and
death situation, subject to my assessment.

7. The required textbook is “The Revised Corporation Code of the Philippines 2020 Edition”
by Timoteo B. Aquino and Maria Margaret Bernadette A. Aquino.

8. Soft bound handwritten case digests should be submitted one (1) week after the
scheduled final exams. Each case must be digested in only one (1) sheet of yellow pad
paper or long bond paper. A separate summary of case doctrines must be placed at the
beginning of the bound digests. Do not ask me to illustrate.

9. Classes will be held in an asynchronous manner. Students are encouraged to attend on-
line sessions intended for discussions.

10. No special quiz or major exams will be given to those who will miss the same unless they
are dying or dead.

11. Grading System shall be as follows:

Class Standing before Midterms 16.67%

- Class standing will consist of individual
recitations, individual assignments, quizzes,
class projects, and other activities as may be
assigned by the Professor
Midterm Examination Grade 16.67%
Class Standing after Midterm Exams 33.33%
- Class standing will consist of individual
recitations, individual assignments, quizzes,
class projects, case digests and other activities
as may be assigned by the Professor
Final Examination Grade 33.33%

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 SAN BEDA COLLEGE ALABANG
SCHOOL OF LAW

LAW ON CORPORATIONS
2nd Semester, AY 2021-2022
Uella Vida V. Mancenido-Gayo

COURSE OUTLINE, SCHEDULE, AND CASE LIST

Date Assignment Remarks

14-16 February No class to allow students to
enrol/drop
21 February Online Class Initial Meeting to discuss rules,
schedule, and course
requirements

Introduction to the Subject

Expectation setting

Reiteration of rules, schedule,

course requirements
Giving of assignment
23 February 2022 General Provisions Students are expected to study
the provisions and read all the
1. History cases. Graded recitation.
2. Purpose
3. Suppletory application
4. Other applicable laws and
rules
5. Suppletory application of
the New Civil Code
6. SEC Rules and Regulation
7. Attributes of a
Corporation
8. Theories
9. Doctrine of Separate
Personality
10. Limited Liability Rule
11. Doctrine of Piercing the
Corporate Veil
12. Rules on Attribution
13. Tests in determining the
citizenship of a
corporation
14. Investment Tests
15. Doctrine of Corporate
Responsibility
16. Rights and Liabilities of a
corporation
17. Classes of Corporations
Going public v. going private
28 February 2022 Sections 1-9 of the Revised Students are expected to study
Corporation Code of the the provisions and read all the
Philippines cases. Asynchronous.

Cases:

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SAN BEDA COLLEGE ALABANG
SCHOOL OF LAW

LAW ON CORPORATIONS
2nd Semester, AY 2021-2022
Uella Vida V. Mancenido-Gayo

1. Harden v. Benguet
Consolidated Mining Co.,
GR No. L-37331, 18
March 1933
2. Benguet Consolidated
Mining Co. v. Pineda, GR
No. L-7231, 28 March
1956
3. Trustees of Darmouth
College v. Woodward, 17
U.S. (4 Wheat.) 518
(1819)
4. International Express
Travel & Tour Services,
Inc. v. Court of Appeals
GR No. 119002, 19
October 2000
5. Philippine Overseas
Telecommunications
Corp. v. Sandiganbayan
GR No. 174462, 10
February 2016
6. Stockholders of Guanzon
& Sons, Inc. v. Register of
Deeds of Manila, GR No.
L-18216, 30 October
1962
7. Litonjua, Jr. v. Eternit
Corporation, GR No.
144805, 8 June 2006
8. Lim v. Court of Appeals
GR No. 124716, 24
January 2000
9. Union Bank of the
Philippines v. Spouses
Ong, GR No. 152347, 21
June 2006
10. De Lima v. Gois, GR No.
178352, 17 June 2008
11. Asia’s Emerging Dragon
Corporation v.
Department of
Transportation and
Communication, 549
SCRA 44 (2008)
12. Secosa, et al. v. Heirs of
Francisco, GR No.
160039, 29 January 2004
13. Edward A. Keller & Co.,
Ltd. V. COB Group
Marketing Inc. GR No. L-
68907, 16 January 1986
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 SAN BEDA COLLEGE ALABANG
SCHOOL OF LAW

LAW ON CORPORATIONS
2nd Semester, AY 2021-2022
Uella Vida V. Mancenido-Gayo

14. Heirs of Fely Tan, Uy v.

International Exchange
Bank GR Nos. 166282 and
166283, 13 February
2013
15. General Credit
Corporation v. Alsons
Development and
Investment Corporation,
GR No. 154975, 29
January 2007
16. Manacop v. Equitable PCI
Bank GR No. 162814, 25
August 2005
17. Lanuza Jr. v. BF
Corporation GR No.
174938, 1 October 2014
18. Francisco v. GSIS, GR Nos.
L-18287 and 18155, 30
March 1963
19. Narra Nickel Mining and
Development Corp. v.
Redmont Consolidated
Mines, GR No. 195580, 28
January 2015
20. Stonehill et al. v. Diokno,
et al., GR No. L-19550, 19
June 1957
21. Bataan Shipyard &
Engineering Co., Inc. v.
PCGG, GR No. L-75885, 27
May 1987
22. Time Inc. v. Reyes, GR No.
L-28882, 31 May 1971
23. Sia v. The People of the
Philippines, GR No. L-
30896, 28 April 1983

2 March 2022 Online Class

7 March 2022 Incorporation and Study the provisions and read
Organization of Private all the cases. Asynchronous.
Corporations
Students are expected to
Sections 10-23 of the submit a sample of an Articles
Revised Corporation Code of of Incorporation of a
the Philippines Corporation thru e-mail to
uella.gayo@lpu.edu.ph on or
Cases: before 9 March 2022.

1. Fong v. Duenas GR No.

185592, 15 June 2015
2. Government of the
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SAN BEDA COLLEGE ALABANG
SCHOOL OF LAW

LAW ON CORPORATIONS
2nd Semester, AY 2021-2022
Uella Vida V. Mancenido-Gayo

Philippine Islands v. The

Manila Railroad Company
and Jose Paez, GR No.
30646, 30 January 1929
3. Samahan ng Manggagawa
sa Hanjin Shipyard v.
Bureau of Labor
Relations, GR No. 211145,
14 October 2015
4. Universal Mills
Corporation v. Universal
Textile Mills, Inc., 78
SCRA 62 (1977)

SEC MC No. 13 s. 2019 –

Amended Guidelines on the
Use of Corporate and
Partnership Names

SEC MC No. 16 s. 2019 –

Guidelines on the Number and
Qualifications of Incorporators
under the Revised Corporation
Code

SEC MC No. 23 s. 2019 –

Guidelines on the Revival of
Expired Corporations
(Pursuant to Section 11 of the
RCCP)

SEC MC No. 16 s. 2020 –

Guidelines on Authentication
of Articles of Incorporation in
Applications for Registration
of New Domestic Corporations

SEC MC No. 22 s. 2020 –

Guidelines on Corporate Term

Board of
Directors/Trustees/Officers

Sections 24-34 of the

Revised Corporation Code of
the Philippines

1. Tan v. Sycip, GR No.

153468, 17 August 2006
2. Lopez Realty Inc. v. Sps
Tanjanco, GR No.
154291, 12 November
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 SAN BEDA COLLEGE ALABANG
SCHOOL OF LAW

LAW ON CORPORATIONS
2nd Semester, AY 2021-2022
Uella Vida V. Mancenido-Gayo

2014
3. Legaspi Towers 300, Inc.
v. Muer, GR No. 170783,
18 June 2012
4. Trans Middle East
(Phils.) v.
Sandiganbayan, GR No.
172556, 9 June 2006
5. Gomez v. PNOC
Development and
Management Corp., GR
No. 174044, 27
November 2009
6. Matling Industrial and
Commercial Corporation
v. Coros, GR No. 157802,
15 October 2010
7. Easycall
Communications
Philippines, Inc. v. King,
GR No. 145901, 15
December 2005
8. Carag v. NLRC, GR No.
147590, 2 April 2007
9. Sanchez v. Republic of
the Philippines, GR No.
172885, 9 October 2009
Tupas IV v. CA, GR No. 145578,
18 November 2005
9 March 2022 Online Class
14 March 2022 Powers of Corporations Students are expected to study
the provisions and read all the
Sections 35 – 44 of the cases. Asynchronous.
Revised Corporation Code of
the Philippines

Cases:

1. Advance Paper
Corporation v. Arma
Traders Corporation et
al., GR No. 176879, 11
December 2013
2. Montelibano v. Bacolod
Murcia Milling Co., Inc.,
GR No. L-15092, 18 May
1962
3. Majority Stockholders of
Ruby International
Corporation v. Lim, GR
No. 165887, 6 June 2011
4. SME Bank, Inc. et al. v. De
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 SAN BEDA COLLEGE ALABANG
SCHOOL OF LAW

LAW ON CORPORATIONS
2nd Semester, AY 2021-2022
Uella Vida V. Mancenido-Gayo

Guzman, et al., GR Nos.

184517 and 186641, 8
October 2013
5. PLDT v. NTC, GR No.
152685, 4 December
2007
6. Republic Planters Bank
v. Agana, 269 SCRA 1
(1997)
7. Republic of the
Philippines v. Acoje
Mining Company, Inc. GR
No. L-18062, 28
February 1963
Pirovano v. De La Rama
Steamship Company, Inc.
GR Nos. 163356-57 and
163368-69, 1 July 2015
16 March 2022 Online Class
21 March 2022 By-Laws Students are expected to study
the provisions and read all the
Sections 45 – 47 of the cases. Asynchronous.
Revised Corporation Code of
the Philippines Students are expected to
submit a sample of a
Case: Corporation’s By-Laws thru e-
mail to uella.gayo@lpu.edu.ph
Loyola Grand Villas before 23 March 2021
Homeowners (South)
Association, Inc. v. Hon.
Court of Appeals, et al.,
GR No. 117188, 7 August
1997
28 March 2022 Meetings Students are expected to study
the provisions and read all the
Sections 48-58 of the cases. Asynchronous.
Revised Corporation Code of
the Philippines

Case:

Gabucan v. Hon. Manta, GR No.

L-51546, 28 January 19880

SEC MC No. 03 s. 2020 – Notice

of Regular Meetings of the
Stockholders/Members

SEC MC No. 06 s. 2020 –

Guidelines on the Attendance
and Participation of Directors,

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 SAN BEDA COLLEGE ALABANG
SCHOOL OF LAW

LAW ON CORPORATIONS
2nd Semester, AY 2021-2022
Uella Vida V. Mancenido-Gayo

Trustees, Stockholders,
Members, and Other Persons
of Corporations in Regular and
Special Meetings through
Teleconferencing, Video
Conference and Other Remote
or Electronic Means of
Communication

MC No. 13 s. 2020 –
Stockholders’ right to put
items on the Agenda for
Regular/Special
stockholders’ meetings
30 March 2022 Online Class 1. Students must submit a
recording of their
group mock Board
meeting, which should
not be more than 15
minutes long.
2. Each group must
submit a copy of the
minutes of the meeting
to
uella.gayo@lpu.edu.ph
on or before 4 April
2022.
4 April 2022 Stocks and Stockholders Students are expected to study
the provisions and read all the
Sections 59-72 of the cases. Asynchronous.
Revised Corporation Code of
the Philippines

Cases:

1. Lao v. Lao, GR No.

170585, 6 October
2008
2. Commissioner of
Internal Revenue v.
First Express Pawnshop
Company, Inc., GR Nos.
172045-46, 16 June
2009
3. National Exchange
Company v. Dexter, 51
Phil. 601, 25 February
1928
4. Andaya v. Rural Bank
of Cabadbaran, Inc. GR
No. 188769, 3 August
2016
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 SAN BEDA COLLEGE ALABANG
SCHOOL OF LAW

LAW ON CORPORATIONS
2nd Semester, AY 2021-2022
Uella Vida V. Mancenido-Gayo

5. Bank of America NT &

SA v. CA, GR No. 78017,
8 June 1990
6. Teng v. SEC, GR No.
184332, 17 February
2016
7. Legaspi Towers 300,
Inc. v. Muer, GR No.
170783, 18 June 2012

Corporate Books and

Records

Sections 73-74 of the

Revised Corporation Code of
the Philippines
14-17 April 2022 Holy Week
18 April 2022 Online Session 1. The class shall submit a
recording of a mock
Annual Stockholders’
Meeting and submit on or
before 27 April 2022.
2. The class shall be required
to submit a copy of the
minutes of their meetings
via email to
uella.gayo@lpu.edu.ph on
or before 7 April 2021
20 April 2022 Long Quiz
25-30 April 2022 MIDTERMS
2 Monday Merger and Consolidation Students are expected to study
the provisions and read all the
Sections 75-79 of the cases. Asynchronous.
Revised Corporation Code of
the Philippines The class shall be divided into
two groups. One group shall be
Cases: required to submit an Articles
of Merger while the other
1. PNB v. Andrada Electric, group will be required to
GR No. 142936, 17 April submit an Articles of
2002 Consolidation via email to
2. Bank of Commerce v. uella.gayo@lpu.edu.ph on or
Radio Philippines before 4 May 2022.
Network, Inc., GR No.
195615, 21 April 2014

Appraisal Right

Sections 80 – 85 of the
Revised Corporation Code of
the Philippines

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 SAN BEDA COLLEGE ALABANG
SCHOOL OF LAW

LAW ON CORPORATIONS
2nd Semester, AY 2021-2022
Uella Vida V. Mancenido-Gayo

Case:

Cua Jr. v. Ocampo Tan, GR

Nos. 181455-56, 4
December 2006
4 May 2022 Online Class
9 May 2022 Election Day
11 May 2022 Non-Stock Corporation Students are expected to study
the provisions and read all the
Sections 86 – 87 of the cases. Asynchronous.
Revised Corporation Code of The class will be divided into
the Philippines groups. Each group is expected
to submit an Articles of
SEC Mc No. 25, s. 2019 Incorporation of each of the
Guidelines for the next classes of corporations
Protection of SEC Registered via email to
Non-Profit Organizations uella.gayo@lpu.edu.ph on or
from Money Laundering and before 16 May 2022
Terrorist Financing Abuse

Members

Sections 88-90 of the

Revised Corporation Code of
the Philippines

Trustees and Officers

Sections 91-92

Distribution of Asses in Non-

stock corporations

Sections 93-94 of the

Revised Corporation Code of
the Philippines
16 May 2022 Close Corporations Asynchronous.

Sections 95-104 of the

Revised Corporation Code of
the Philippines

Special Corporations

Sections 105-114 of the

Revised Corporation Code of
the Philippines
18 May 2022 Online Class
23 May 2022 One Person Corporations Asynchronous.

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 SAN BEDA COLLEGE ALABANG
SCHOOL OF LAW

LAW ON CORPORATIONS
2nd Semester, AY 2021-2022
Uella Vida V. Mancenido-Gayo

Sections 115-132 of the

Revised Corporation Code

SEC MC No. 07 s. 2019 –

Guidelines on the
Establishment of a One
Person Corporation (posted
26 April 2019)
25 May 2022 Online Class
30 May 2022 Long Quiz
1 June 2022 Dissolution Asynchronous.

Sections 133 – 139 of the

Revised Corporation Code of
the Philippines

Cases:

1. Eriberto S. Masangkay v.
People, GR No. 16443,
28 June 2010
2. Majority Stockholders of
Ruby Industrial
Corporation v. Lim, GR
No. 165887, 6 June 2011
3. Viva Shipping Lines, Inc.
v. Keppel Philippines
Mining, Inc., GR No.
177382, 17 February
2016
6 June 2022 Online Class
8 June 2022 Foreign Corporations Students shall be divided into
groups and shall submit an
Sections 140 – 153 of the Articles of Dissolution on or
Revised Corporation Code of before 13 June 2022.
the Philippines Asynchronous.

Cases:

1. Philippine Deposit
Insurance Corporation v.
Citibank, N.A., GR No.
170290, 11 April 2012
2. Mentholatum Co. v.
Mangaliman, 72 Phil 524
3. Expertravel & Tours, Inc.
v. CA, GR No. 152392, 26
May 2005

Title XVI of the Revised

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 SAN BEDA COLLEGE ALABANG
SCHOOL OF LAW

LAW ON CORPORATIONS
2nd Semester, AY 2021-2022
Uella Vida V. Mancenido-Gayo

Corporation Code of the

Philippines
13 June 2022 Special Commercial Laws Online Class.
1. Securities Regulation Code
and its 9 November 2015
Amended Implementing
Rules and Regulations
8 June 2022 1. SEC Memorandum
Circular No. 19 Series of
2016, otherwise known as
the Code of Corporate
Governance for Publicly-
Listed Companies, as
amended by SEC MC No.
24, s. 2019
2. A.M. No. 00-11-03-SC (21
November 2000),
otherwise known as the
Resolution Designating
Certain Branches of
Regional Trial Courts to
Try and Decide Cases
Formerly Cognizable by
the SEC En Banc
13 June 2022 1. A. M. No. 00-8-10-SC (21
November 2000) Re:
Interim Rules of
Procedure on Corporate
Rehabilitation
2. Republic Act No. 10142
(18 July 2010), otherwise
known as An Act
Providing for the
Rehabilitation or
Liquidation of Financially
Distressed Enterprises
and Individuals
15 June 2022 1. Anti-Money Laundering
Act of 2001, as amended
by Republic Act No.
10168, otherwise known
as the Terrorism
Financing Prevention and
Suppression Act of 2012
2. Republic Act No. 10173,
otherwise known as the
Data Privacy Act of 2012
20 June 2022 Long Quiz
22 June 2022 Break
25 June – 1 July 2022 FINAL EXAMS

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