Escolar Documentos
Profissional Documentos
Cultura Documentos
Can a stockholder with insignificant shareholding examine the books – ubi lex
Does merger carry with it absorption of employees – employment contracts bound, rights and obli
Methods of dissolution of a corporation – voluntary: won creditors are affected; amending articles;
corporation sole; merger or consolidation; involuntary: term; 2 years; order of sec: FMC5BR; revocation of
franchise by quo warranto
Consequences if corporate liquidation not done in 3years: pending suits; new actions may be filed;
creditors follow; pending action
What deprives a foreign corporation access to PH courts? Doing business without license
What constitutes doing business? Implies a continuity of commercial dealings and arrangements, and
contemplates the performance of acts or works or exercise of functions incident to the purpose for which
the corporation was organized (MR Holdings v Bajar)
Instances when foreign corp can sue in PH won licensed to do business: patent; mark or trade name; tort
occurred in PH; person being sued barred by estoppel
Doctrine of forum non convenience: PH court in a conflict of laws case may assume juris if it wants to do
so; requisites: resort to PH court by one party; court is in position to intelligently dispose; has or likely to
have power to enforce
Provisions in sec regulation code to protect interest of shareholders; tender offer; restriction on proxy soli;
requirement of internal record-keeping and accounting controls
Insider trading
Purpose of PD 902-A: reorganize powers; encourage investments and pub participation; equitable
distribution; protect investment and public
What is an intracorporate controversy: CPA public; CPA state; CPA SPA; SPA
Cullen case
Is the question on validation of proxy intra corporate controversy? Yes, election controversy SEC vCA
Nature of orders under the interim rules on intra corp controversies? Imm exec
Corporate rehabilitation
Rationale in rehab
When may party apply for appointment of management committee; dissipation. Loss, destruction of
property; paralysis of business operations
Effect of rehab
What actions are suspended during rehab? All pecuniary; does not cover criminal actions