Professional Documents
Culture Documents
Course Outline
Atty. Maria Zarah R. Villanueva-Castro
I.
INTRODUCTION
Historical Background of Philippine Corporate Law
II.
CASES: Grace Christian Highschool vs. CA, 281 SCRA 133; Gokongwei
vs. SEC, 89 SCRA 336; People's Aircargo vs. CA, Oct. 7, 1998; March II
Marketing, Inc. and Lucila V. Joson v. Alfredo M. Joson, G.R. No. 171993,
December 12, 2011; Sps. David, et al vs. Construction Industry and
Arbitration Commission, G.R. No. 159795, July 30, 2004; Inter-Asia
Investments Industries vs. CA, GR 125778, June 10, 2003; New Frontier
Sugar Corp., et al., G.R. No. 170352, June 1, 2011; Marc II Marketing,
Inc. vs. Joson, G.R. No. 171993, December 12, 2011, 662 SCRA 35
V.
CORPORATE POWERS
A. Doctrine of limited capacity; concept of ultra vires act (Sec.
45, CC)
B. Classes of corporate powers (express, implied and incidental)
C. Statutory powers of a corporation and the limitations on their
exercise (Sec.
36, CC)
1. amendment of articles of incorporation (Sec. 16, CC)
2. extension/shortening of corporate term (Sec. 37, CC)
3. increase or decrease of capital stock (Sec. 38, CC)
4. incurrence, creation or increase of bonded indebtedness
(Sec. 38, CC)
5. sale or disposition of assets (Sec. 40, CC)
6. acquisition of corporate shares (Sec. 41, CC) (See Trust
Fund Doctrine)
7. investment of corporate funds (Sec. 42, CC)
8. declaration of dividends (Sec. 43, CC)
9. management contract (Sec. 44, CC)
10.
adoption/amendment of By-laws
a. Concept, use and nature of by-laws
b. By-laws in relation to articles of incorporation
c. Adoption of by-laws (Sec. 46, CC); effect of non-filing
within the
prescribed period
d. Contents of by-laws; requisites of a valid by-law
provision
e. Amendment to by-laws (Sec. 48, CC)
f. By-laws in relation to third parties
11. merger and consolidation
a. Requisites of and procedure for merger and
consolidation (Sec. 77,
CC)
b. Effects of merger or consolidation (Sec. 80, CC)
CASES: Nielson & Co. vs. Lepanto Consolidated Mining Co., 26 SCRA
540; Islamic Directorate vs. CA, 272 SCRA 454; Dee vs. SEC, 199 SCRA
238; Ma. Corina C. Jiao, et. al. v. National Labor Relations Commission,
Global Business Bank, Inc., et. al. , G.R. No. 182331, April 18, 2012;
Loyola Grandvillas Homeowners Association vs. CA, 276 SCRA 681;
China Banking Corporation vs. CA, 270 SCRA 503; Associated Bank vs.
CA, 291 SCRA 511; Babst vs. CA, January 26, 2001; Mindanao Savings
vs. Willkom, 11 October 2010
VI.
RIGHTS OF SHAREHOLDERS
A. Right to attend meetings
1. Kinds of meetings
2. Requirements of a meeting
B. Right to vote
1. instances when voting right not available
2. rules on:
a. delinquent shares; (Sec. 71, CC)
b. escrow shares;
c. unpaid shares; (Sec. 72, CC)
d. sequestered shares;
e. pledgor, mortgagor, or administrator of shares (Sec.
55, CC)
f. shares jointly owned (Sec. 56, CC)
B. Right to appoint proxy (Sec. 58, CC)
C. Right to execute voting trust agreement (Sec. 58 & 59, CC)
D. Right of Inspection
1. Books required to be kept by a corporation (Sec. 74, CC)
2. Right to inspect corporate books
3. Basis and extent of the right of inspection
4. Limitations on the right of inspection
5. Remedies to enforce right of inspection
E. Pre-emptive right (Sec. 39, CC)
F. Appraisal Right
1. Concept of appraisal right
2. Instances of appraisal right (Sec. 81, Sec. 77, Sec. 42,
CC)
3. Requirements for a valid exercise of appraisal right (Sec.
82, CC)
4. Effects of exercising appraisal right (Sec. 83, CC)
VII.
SUBSCRIPTION CONTRACT
VIII.
NON-STOCK CORPORATIONS
Definition and purposes of a non-stock corporation (Sec. 87
& 88, CC)
Distinguished from stock corporation
Membership in a non-stock corporation
Rule on distribution of assets (Sec. 94, CC)
CASES: Long vs. Basa, et al., Sept. 27, 2001; Sta. Clara Homeowners'
Association vs. Sps. Gaston, Jan. 23, 2002; Padcom vs. Ortigas Center,
May 9, 2002; Tan vs. Sycip 17 August 2006
IX.
CLOSE CORPORATIONS
A. Concept; distinguished from open corporations (Sec. 96, 97,
101, & 102, CC)
B. Permissive provisions in the articles of incorporation (Sec. 97,
CC)
C. Restrictions on transfer of shares (Sec. 98 & 99 CC)
CASES: Dulay Enterprises vs. CA, 225 SCRA 678; San Juan Structural
Steel Fabricators, 296 SCRA 632
X.
RELIGIOUS/EDUCATIONAL CORPORATIONS
A. Classes of Religious Corporation
1.
corporation sole
2.
religious society
B. Educational Corporation
CORPORATE DISSOLUTION/LIQUIDATION
XVI.
SEC JURISDICTION
A. Powers and functions of the SEC
B. Cases transferred to the RTC