REVIEW NOTES IN REGULATORY FRAMEWORK FOR BUSINESS TRANSACTIONS

Law on Corporations

VOTING REQUIREMENTS

BOARD OF OUTSTANDING COMMON STOCK Appraisal

Written
DIRECTORS Right
NO CORPORATE ACT Voting Non-Voting Assent
Available?
Allowed?
Majority 2/3 Majority 2/3 Majority 2/3
Amendments of Articles of
1 Yes Yes
Incorporation
2 Election of directors
Calling a special meeting to remove
3
directors
4 Removal of BOD member/director
5 Extension of corporate term Yes
6 Shortening of corporate term
Ratifying a contract of a
7 director/trustee/officer with the
corporation
8 Increase/decrease of capital stock
Incurring, creating or increasing bonded
9
indebtedness
Sale or other disposition of corporate
10 Yes
assets
Investing corporate funds in another
11 corporation or business or for any Yes
purpose other than the primary purpose
12 Declaration of stock dividends
13 Declaration of cash dividends
Entering into a management contract,
14 corporation will be the managing
corporation
Entering into a management contract,
15 corporation will be to-be-managed
corporation
 BOARD OF OUTSTANDING COMMON STOCK Appraisal
Written
DIRECTORS Right
NO CORPORATE ACT Voting Non-Voting Assent
Available?
Allowed?
Majority 2/3 Majority 2/3 Majority 2/3
16 Adoption of by-laws
Amendment or repeal of by-laws or
17
adoption of new by-laws
Delegation to BOD or trustees the power
18 to amend or repeal the by-laws or
adoption of new by-laws
Revocation of the proceeding power
19
delegated to BOD or trustees
Fixing of issue price of no par value
20 shares (if authorized by Articles of
Incorporation)
Fixing of issue price of no par value
21 shares (if NOT authorized by Articles of
Incorporation)
Effecting or amending a plan of merger
22 Yes
or consolidation