Section 80: Appraisal Rights Flashcards
Any stockholder of a corporation shall have the right to dissent and demand payment of the fair value of the shares.
Appraisal Rights
Any stockholder of a corporation shall have the right to dissent and demand payment of the fair value of the shares.
Appraisal Rights
Instances where appraisal rights can be exercised.
(1) In case any amendment to the Articles of
Incorporation has the effect of CHANGING OR RESTRICTING RIGHTS of any stockholder or class of shares;
(2) In case of any amendment to the Articles of
Incorporation AUTHORIZING PREFERENCES in any respect SUPERIOR to those of outstanding shares of any class;
(3) In case of amendment to the Articles of lncorporation
EXTENDING the corporate TERM;
( 4) In case of amendment to the Articles of lncorporation
SHORTENING THE TERM of corporate existence;
(5) In case of sale, lease, exchange, transfer, mortgage,
pledge or other disposition of ALL OR SUBSTANTIALLY ALL of the corporate property and assets as provided in the RCCP;
(6) In case of MERGER OR CONSOLIDATION;
(7) In case of investment of corporate funds in another
corporation or business or for any purpose OTHER THAN the corporation’s PRIMARY PURPOSE;
(8) In a CLOSE CORPORATION under Section 104 of the
RCCP.
The right of a shareholder to
DISSENT and DEMAND PAYMENT of the fair value of his shares in the
instances provided for under the RCCP.
Appraisal Rights
There is no appraisal right in the absence of an express provision
because there may be a violation of what DOCTRINE?
Trust Fund Doctrine
The dissenting stockholder who votes against a proposed corporate action may exercise the right of appraisal by making what DEMAND?
Written Demand
failure to make the demand within such period shall be deemed a waiver of the appraisal right.
How many days is the PERIOD?
within thirty (30) days from
the date on which the vote was taken.
If, within sixty (60) days from the approval of the corporate action by the stockholders, the withdrawing
stockholder and the corporation cannot agree on the fair value of the shares, it shall be determined and appraised by?
three (3) DISINTERESTED persons, one of whom shall be named by the STOCKHOLDER, another by the CORPORATION, and the third by the TWO (2) THUS CHOSEN.
What is the REMEDY if the corporation refuses to let the stockholder exercise his appraisal despite the fact that the stockholder comply with all the requirements for valid exercise of appraisal rights?
The aggrieved stockholder may file the appropriate action before the proper Regional Trial Court to compel the corporation to allow him to exercise his appraisal right.
In SUSPENSION OF RIGHTS, the rights are automatically restored if the dissenting stockholder is not paid the value of the said shares within what number of DAYS?
THIRTY (30) days AFTER the award.
For the corporation to cover such payment, what should the corporation has?
No payment shall
be made to any dissenting stockholder unless the corporation has UNRESTRICTED RETAINED EARNINGS in its books to cover such payment.
T/F
There can be no distribution of assets among the stockholders without first paying corporate debts. Thus, any disposition of corporate funds and assets to the prejudice of creditors is null and void.
T
T/F
In order to give rise to any obligation to pay on the part of the corporation, the dissenting stockholder should first make a valid demand that the corporation refused to pay despite having unrestricted retained earnings
T
T/F
Transfer of the shares of a dissenting
shareholder will result in the abandonment of the appraisal right.
T
Section 85 provides that if shares represented by the certificates bearing a notation that they are dissenting shares are transferred, and the certificates are consequently canceled, the rights of the transferor as a dissenting stockholder shall cease and the transferee shall have all the rights of a regular stockholder; and all dividend distributions that would have accrued on such shares
shall be paid to the transferee.
