Reporting Topics Flashcards
In the case of NPC vs. Vera (G.R 83558), what principle did NPC use to challenge Judge Vera’s when the judge interfered in their business decisions?
Business Judgment Rule (Principle of Corporate Autonomy) since NPC is a government operated PU, a judge cannot issue injunction or restrictions to them (PD 1818)
In the case of NPC vs. Vera (G.R 83558), NPC conducted stevedoring services which is not their primary purpose. What violation did the NPC most likely commit in this case?
Ultra-vires acts
In the case of NPC vs. Vera (G.R 83558), why did the court authorize NPC to undertake stevedoring and arrastre services even if they are not in the powers expressly granted in the AOI?
Because the powers of a corporation are not limited to the powers stated in the AOI. They can also exercise those necessary and incidental to the operation and maintenance of their power plants.
True or False: A corporation entering into a management contract with another corporation that has interlocking directors doesn’t need to obtain shareholder approval.
False
What type of contracts are ultra-vires acts that are legal?
Voidable (can be ratified)
What type of contracts are ultra-vires acts that are illegal and evil?
Void
True or False: A management contract that delegates substantially all corporate powers requires approval from both the majority of the Board of Directors and at least 2/3 of the outstanding capital stock.
True
True or False: A typewritten notice of stock ownership is valid and qualified as a proof of stock ownership
False
True or False: A stock certificate must be signed by the president/vice-president, countersigned by the secretary, and stamped with the corporate seal.
True
True or False: In the case of Nora Bitong vs. CA (G.R 33291), Bitong is a bona fide stockholder at the time of the activity that led to the suit (July 25, 1983) even if she had received the stock certificate on 1989 only.
False
True or False: A stock certificate is delivered to the owner
True
True or False: When selling or transfering stocks, the original owner must surrender his/her certificate to be replaced by a new one
True
True or False: In the case of In the case of Nora Bitong vs. CA (G.R 33291), the court’s decision to invalidate the derivative suit filed by Nora Bitong was wrong because non-stockholders can still file them.
False
In the case of Turner vs. LSC (G.R 157479), why can’t the corporation pay the fair value of the shares of the dissenting SH?
Because there were no URE available during that time.
True or False: A director can file a derivative suit
True
True or False: In the cae of Turner vs. LSC (G.R 157479), the Turners have the power to apply their appraisal right when the LSC amended their AOI.
True
True or False: A corporation can deny pre-emptive right
True
True or False: A corporation at a loss/deficit can pay for the appraisal rights of the dissenting Shareholders
False, there is no URE
True or False: The sale or disposition of all and/or substantially all properties of the corporation requires, in addition to a proper board resolution, the affirmative votes of the stockholders holding at least two-thirds (2/3) of the voting power in the corporation in a meeting duly called for that purpose.
True
True or False: In the case of Rosita Pena vs CA (G.R 91478), the meeting of three directors of PAMBUSCO is valid even if the quorum requirement is four.
False
In the case of Dela Rama vs. Ma-ao Sugar Central (G.R L-17504), what is the voting requirement for investments outside the primary purpose?
Majority of the board of directors or trustees and ratified by the stockholders representing at least two-thirds (2/3) of the OCS
In the case of Dela Rama vs. Ma-ao Sugar Central (G.R L-17504), the plaintiffs did not act as shareholders representing the corporation. Instead, they acted as sugar planters. What type of suit should they file?
Individual suit instead of derivative suit
True or False: In the case of Dela Rama vs. Ma-ao Sugar Central (G.R L-17504), why did the court allow the corporation’s investment to Philippine Fiber Processing Co. even if they are outside the purpose of sugar milling?
Because when the investment is necessary to accomplish its purpose or purposes as stated in it articles of incorporation, the approval of the stockholders is not necessary
True or False: In the case of Gokongwei Jr. vs. SEC (G.R L-45911), a corporation can deny a stockholder’s right to inspect the corporate books and records because it might be used for bad faith and illegal acts.
True (but must be prove first)
