200. How are corporate powers classified? 201. Give examples of implied powers of a corporation 202.

Which are the express powers of the corporation? 203. How much real property or real estate may a corporation hold? 204. How much real property may banks acquire, hold or convey? 205. May non-stock corporations incur, decrease or increase bonded indebtedness? 206. What are the classes of bonds a corporation may issue? 207. What are the limitations on the power of the corporation to sell or dispose all or substantially all its corporate assets including its goodwill? 208. What is the test to apply in order to determine whether the disposition is for all or substantially all the assets of the corporation? 209. What may be the consideration for such sale or disposition? 210. May such disposition after having been approved by the required vote of the stockholders or members be abandoned? 211. In cases of disposition of corporate assets in the course of business done by the Board of Directors( or trustees) do they require the approval of the stockholders or members? 212. Suppose all or substantially all the corporate property or assets shall be disposed of, is the corporation dissolved? 213. When may a corporation be allowed to acquire its own shares? 214. What basic conditions must be met before a corporation can acquire its own shares? 215. May a corporation invest its corporate funds in another corporation for a purpose other than its main purpose? 216. May such investment be made even without the approval of the stockholders or members? 217. May a corporation be managed by another corporation? 218. What two basic regulatory conditions are required before a corporation conclude a management contract with another corporation? 219. When shall a bigger vote of stockholders or members be required to approve such management contract? 220. What is the vote required in the above two cases? 221. What is an ultra-vires act? 222. Is an ultra-vires act necessary illegal? 223, What is an intra-vires act? 224. What is the effect if an ultra-vires act is executory on both sides? 225. Can an ultra-vires act be ratified?

Lesson 10 226. What is meant by stockholders pre-emptive right? 227. What are the purpose of the pre-emptive right of stock holders? 228. To what cases may a stockholder exercise his pre-emptive right? shares of 229. To what cases is the pre-emptive right not applicable? 230. Do stockholders of close corporations enjoy the same pre-emptive right? 231. To what cases shall pre-emptive right in close corporation extend? 232. May the pre-emptive right of stockholders in close corporation be limited? 233. Define Dividend 234. Who has the power to declare dividends in a corporation? 235. From what source shall dividends be declared? 236. In what forms shall dividends be declared? 237. Which stockholders are entitled to dividends? 238. May delinquent stocks be earned? 239. Can the Board alone declare stock dividends 240. May stock corporations retain surplus profits? 241. When may the SEC compel corporations to declare dividends? 242. What are the valid reasons acceptable to the SEC for retaining surplus profits in excess of 100% of paid- in surplus without having declared said excess into dividends? 243. Is stock dividend taxable income to the stockholder 244. Can stock dividends be issued to a person who is not a stock holder in payment for services rendered? 245. Can dividends be declared out of capital? 246. Can dividends be declared out of re-appraisal surplus? 247. May cash dividends be declared out of paid-in or premium surplus? 248. May dividend declaration be revoked? 249. What are the books to be kept by the corporation under the code? 250. Can the stockholders or members examine these books? 251. What are the dividends to the right of a stockholders to inspect the corporate books and the records?

252. When may the right of inspection be not availed of 253. May a stockholder examine the books of records of wholly-owned subsidiary of the corporation in which he is a stockholder?

254. May a stockholder or member ask for a financial statement from the corporation?

255. How soon shall the corporation furnish the demanding stockholder with a copy of the financial statements? 256. What are the rights of holders of shares unpaid but not declared delinquent? 257. What is meant by the appraisal right of a stockholder? 258. Who may exercise this right? 259. Under what instances may a stockholder exercise his right of appraisal? 260. What is the procedure of the exercise of the right of appraisal? 261. Is the corporation bound to pay to the agreed or awarded price of the shares of the withdrawing stockholder? 262. What is the effect of a demand for appraisal and payment upon the rights of the withdrawing stockholder? 263. What is the effect of the failure of the corporation to pay the dissenting stockholder within 30 days from the date of award? 264. Who bears the cost of appraisal? 265. Can the demand for appraisal and payment be withdrawn? 266. Under what circumstances shall the right of withdrawing stockholder to payment of the fair value of his shares? 267. What is the duty of a withdrawing stockholder from the time he files the written demand from appraisal and payment? 268. What is the effect, should the dissenting stockholder fail to submit his certificate of stock within ten(10) days from demand to the corporation? 269. What are the rights of a transferee of shares represented by a certificate bearing the notation that such shares are dissenting? 270. Who may order the sale of delinquent stock? 271. Within what period shall the sale be held? 272. How shall delinquent stocks be sold? 273. Can such sale be stopped? 274. Who is considered the highest bidder in such sale? 275. Suppose, there is only one bidder who responded to the bid, may the corporation accept the bid? 276. How shall delinquent stocks be disposed if there is no bidder in the auction sale? 277. What conditions must be present before any action to recover delinquent stock can be sustained? 278. What are the effects when stocks become delinquent? 279. Enumerate and discuss the other stockholders rights. Lesson 11 280. Define merger. 281. Define consolidation. 282. Distinguish consolidation and merger for reorganization. 283. How are the corporations, parties to a merger or consolidation, called Lesson 12 284. Define Dissolution as applied to a corporation. 285. In how many ways may a corporation be dissolved

286. 287. 288. 289.

What are the two legal steps involved in corporate dissolution? In how many ways may voluntary dissolution effected. How is involuntary dissolution effected? What are the effects of dissolution?

290. What are the methods of corporate liquidation or winding up? 291. How much time is given to the corporation to liquidate its affairs if the liquidation is done by the board of directors or trustees themselves? 292. How much time is given to a receiver or trustee to liquidate the affairs of the corporation? 293. What is the order of distribution of the corporate assets upon liquidation?