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Atty. Castro.1s 11-12.Commercial Law Review-corpolaw2

Atty. Castro.1s 11-12.Commercial Law Review-corpolaw2

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Published by Kenneth Magadia

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Published by: Kenneth Magadia on Jul 12, 2011
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12/06/2013

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 1
CORPORATION LAW
Course OutlineAtty. Maria Zarah R. Villanueva-CastroI.
 
INTRODUCTIONHistorical Background of Phillippine Corporate LawII.
 
CONCEPT AND ATTRIBUTES OF A CORPORATIONA. Statutory definition of a corporation (Section 2, CC)B. Attributes of a corporation1. Artificial beinga.
 
Doctrine of Corporate Entity(i) residence and nationality(ii) constitutional rights(iii) criminal liability(iv) right to recover moral damagesb. Doctrine of Piercing the Veil of Corporate Entity(i) alter ego principle and instrumentality rule(ii) probative factors of identity2. Creature of Law (See constitutional limitations on the creationof a private corporation, Article 12, Section 16, Constitution;Concession theory)3. Right of Succession4. Creature of Enumerated Powers, Attributes and Propertiesa.
 
Doctrine of limited capacities as compared to the Doctrine of general capacities)b.
Ultra vires
doctrineClassification of Private Corporations1.
 
stock and non-stock2.
 
domestic and foreign3.
 
dejure
and
de facto
(Sec. 20, CC)
 
 2
(See: doctrine of corporation by estoppel [Sec. 21, CC])4.
 
holding, affiliate and subsidiary5.
 
open and close
CASES:
Feliciano vs. COA, January 14, 2004; Manila International Airport Authority vs.CA, 20 July 2006; Magsaysay-Labrador vs. CA, 180 SCRA 266; Sulo ng Bayan vs. Araneta,72 SCRA 247; Bataan Shipyard vs. PCGG, 150 SCRA 181; Luxuria Homes vs. CA, 302 SCRA315; Concept Builders vs. NLRC, 257 SCRA 149; Villarey Transit vs. Ferrer, 25 SCRA 845;Francisco Motors vs. CA, 309 SCRA 72; Lipat, et al. vs. Pacific Banking Corp., GR No.142435, April 30, 2003;
 
Times Transportation Company vs. Santos Sotelo, et. al., GR No.163786. February 16, 2005; Yao, Sr. vs. People, et al., 19 June 2007; Hall vs. Piccio, 86Phil 603; Seventh Day Adventist vs. Northeastern Mindanao Mission, 21 July 2006; LimTong Lim vs. CA, 317 SCRA 728; International Express Travel and Tour Services vs. CA,October 19, 2000; Filipinas Broadcasting Network, Inc. vs. Ago Medical and EducationalCenter-Bicol Christian College of Medicine, G.R. No. 141994, January 17, 2005; CoastalPacific Trading, Inc. vs. Southern Rolling Mills Co., Inc. 497 SCRA 11, 28 July 2006III.
 
FORMATION AND ORGANIZATION OF A PRIVATE CORPORATIONA. Submission of articles of incorporation; contractual significanceB. Contents and form of the Articles of Incorporation (Sec. 14 & 15, CC)1.
 
corporate namea.
 
statutory limitations on the use of corporate name (Sec. 18, CC)b.
 
SEC guidelines on the use of corporate namec.
 
Doctrine of secondary meaningd.
 
Change of corporate name2.
 
purpose clause3.
 
principal office4.
 
term of existencea.
 
doctrine of relation5.
 
incorporators6.
 
directors and trustees7.
 
capitalization8.
 
shares of stock (Sec. 6, CC)a.
 
doctrine of equality of sharesb.
 
classes of shares(i) par and no par(ii) voting and non-voting(iii) common and preferred(iv) redeemable, treasury and founder's shares9.
 
treasurer's affidavit
 
 3
C. Grounds for rejection of the Articles of Incorporation (Sec. 17, CC)D. Commencement of corporate existence (Sec. 19, CC)E. Amendment of the articles of incorporation (Sec. 16, CC)F. Effects of non-use of corporate charter (Sec. 22, CC)
CASES:
Lyceum of the Philippines vs. CA, 219 SCRA 612; Ang Mga Kaanib sa Iglesia ngDios vs. Iglesia ng Dios Kay Kristo Jesus, December 12, 2001; Industrial RefractoriesCorporation of the Phils. vs. Refractories Corp. of the Phils., Oct. 3, 2002; JG SummitHoldings vs. CA, September 24, 2003; Young Auto Supply vs. CA, 223 SCRA 670; RepublicPlanters Bank vs. Agana, 269 SCRA 1; Castillo, et. al. vs. Balinghasay, et. al. G.R. No.150976, October 18, 2004IV.
 
CONTROL AND MANAGEMENT OF A CORPORATIONA. Levels of corporate controlB. Board of Directors/Trustees1.
 
general powers of the board (Sec. 23, CC)2.
 
business judgment rule3.
 
qualifications of the board members (Sec. 23 & 27, CC)4.
 
election of the board members (Sec. 24 & 26, CC); See cumulativevoting procedure5.
 
term of office6.
 
quorum requirement in board meetings (Sec. 25, CC)7.
 
removal of board members (Sec. 28, CC)8.
 
vacancies in the board (Sec. 29, CC)9.
 
compensation of board members (Sec. 30, CC)C. Corporate Officers1.
 
concept of corporate officers2.
 
validity and binding effect of acts of corporate officers3.
 
doctrine of apparent authorityD. Liability of directors, trustees and officers1.
 
instances when corporate officers/directors are held solidarily liable(Sec. 31, CC)2.
 
self-dealing directors/officers (Sec. 32, CC)3.
 
contracts involving inter-locking directors (Sec. 33, CC)4.
 
doctrine of corporate opportunity (Sec. 34, CC)E. Executive committee (Sec. 33, CC)

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