Corporation Law Finals
Corporation Law Finals
Corporation Law Finals
College of Law
Iloilo City
REVIEW NOTES IN BUSINESS ORGANIZATION II
(Corporation Law)
Atty. Zacarias D. Bedona. Jr.
January 6. 2023
I.
MEETINGS
b. What are the dates of the regular meetings of the directors or trustees, stockholders or
members?
II.
QUORUM
c. Give the vote needed to consider every decision to be valid corporate act.
III
a.
wanted to remove him and to sell his shares at public auction for his critical temperament, so he
cause? Explain.
b.
On May 15, 2021. XYZ Corporation passed a board resolution removing Peter from his
position as General Manager of the said corporation. The By-Laws of XYZ Corporation provide
that the officers are President, Treasurer, and Corporate Secretary. Peter filed a complaint with
SEC, and he alleged that a General Manager could only be removed by the affirmative vote of
the stockholders representing two-thirds of the outstanding capital stock. Is the contention of
c.
d.
e.
IV
TERM
a.
A is a director in a Travel Corporation, who was elected for a one-year term on January
15. 2021. On March 5. 2021. A resigned due to health issues, and was replaced by B. who
assumed as director on March 31. 2021. On May 30. 2021. B died. C was elected in his place.
b.
The term of CCC Corporation in accordance with its Articles of Incorporation ended last
June 1, 2015. The term was not extended. What will happen to the corporation?
c.
Give the number and term of directors: trustees of a non-stock corporation. and
d.
RR Corporation (RR) owns a beach resort with 15 cottages. Julius, the President of RR.
occupied one of the cottages for residential purposes. After Julius' term expired RR wanted to
recover possession of the cottage. Julius refused to surrender the cottage. contending that as
stockholder and former President, he has right to possess the cottage and enjoy the properties
of RR.
EXECUTIVE COMMITTEE
to its By-Laws to manage the affairs of the corporation between board meetings. The Board of
Directors appointed the following members of the Executive Committee: The President: and two
directors. Henry and George. The Executive Committee met and decided on the following
matters:
VI
SALARY/COMPENSATION OF DIRECTORS/TRUSTEES
The majority and controlling members of the Board of Directors of X Corporation passed
a Resolution granting compensation to the Chairman. Vice Chairman, Corporate Treasurer and
Corporate Secretary. The majority or controlling members of the Board are also the officers of
b. Is the grant of salary or compensation to the directors who are also officers of the
VII
a.
b.
Dy is a minority stockholder of Sparrow Corporation. Go is a member of the Board of
and in behalf of the stockholders, he wanted to sue Go. Is y permitted to institute a derivative
VIII
LIQUIDATION/DISSOLUTION/TERMINATION
a.
FKC Corporation shortened its corporate life by amending its articles of incorporation. It
has no debts but owns a prime property located at Iloilo City. How would the said property be
b.
XXX Corporation is a bank. The operation of XXX Corporation as a bank was not doing
well. So, to avert any bank run. XXX Corporation, with the approval of the Monetary Board. sold
all its assets and liabilities to ZZZ Banking Corporation which includes all deposit accounts. In
effect then. ZZZ will service all deposits of all depositors of XXX Corporation.
Will the sale of all assets and liabilities of XXX Corporation to ZZZ Banking Corporation
Corporation?
IX
INTRA-CORPORATE CONTROVERSY
a.
There is a controversy in the election of the Board of Directors of RS Corporation which
controversy?
b.
MERGER
facilitate the merger, both corporations agreed that the merger be made effective March 15.
2021. The Securities and Exchange Commission (SEC) approved the Articles of Merger on May
XI
FOREIGN CORPORATION
a.
b.
A foreign company has been exporting goods to a Philippine company for several years
now. When the Philippine company failed to pay the latest exportation. the foreign company
sued to collect in the Philippines. The Philippine company interposed the defense that the
foreign company was doing business in the Philippines without a license hence. could not sue
XII
XIII
XIV
XV
2/3 of Outstanding Capital Stock binding on the corporation? Discuss your answer.
XVI
a. CIR v. St. Luke’s Medical Center. Inc. (G.R. No. 195909. 26 September 2012), Lung
XVII
SECURITIES
b. The Revised Securities Act (B.P. Blg. 178) is designed, in main, to protect public
investors from fraudulent schemes by regulating the sale and disposition of securities,
creating, for this purpose, a Securities and Exchange Commission to ensure proper
compliance with the law. (SEC c. CA. G.R. Nos. 106425 and 106431-32, July 21. 1995)
c. Define:
Insider Trading
Disclosure Rule
Broker
Issuer
Dealer promoter
xxx