*Read:

Development Bank of the Philippines./(PNB-???) vs. Hydro Resources

Contractors Inc.
GR 165603, 16561 March 13,2013
-control test, fraud test and harm test
---------------------------------General information sheet- submitted annually; failure to submit shall be a ground
for suspension under sec. 22.
-Remedy of corp.- Petition to lift the order of suspension
-Sec. 72- unpaid shares same rights unless delinquent
-defaulting stockholders- when upon call, no payment was made
*read on Villanueva and De Leons annotation on pre-emptive rights, WON it
extends to treasury shares.
-reissued shares- may be below the par value, hence, sec. 65 (watered stocks) is not
applicable since it is not originally issued stocks as referred to in sec. 65.
-sec. 23 in rel. to sec. 36.
-minimum # of shares may be increased provided it is placed in articles of
incorporation or by-laws
-business judgments should not be interfered by the court; no mandamus will lie
-difference bet. Stock corporate declaration and cash dividend declaration
Cumulative voting= no. of shares x no. of directors
Straight voting=
*for directors representing minority- removal should be with lawful cause; for others,
may be with or without lawful cause
-derivative suit- requirements under interim rules shall be complied, and exhaustion
of administrative remedies should be done. It is a cause of action of the corporation
instituted by the stockholder. Corporation is the real party, stockholder is the
nominal party.
*study sec. 32,33,44
*grandfather rule under sec. 44- see as to the type of contract (exploitation of
natural resources)
*see the validity of the right of preemption by the foreigners??
-by-laws is no necessary for the juridical personality of the corporation
*see for the case: failure to submit by-laws converts the de jure to de facto corp.
(not a good decision)
-in pledge/mortgage-mortgagor has the right to vote, unless there is an agreement
-