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TO: Atty.

Christopher Cruz, Chief Legal Counsel, De La Salle University Manila
FROM: Cedric Labasan, Student
SUBJECT: Declaration of Nullity of the Qualifications of the Board of Directors of
ABE Corporation; Dela Pena vs. ABE Corp.
DATE: November 9, 2015


1. Whether or not setting the qualifications of the board of directors of the ABE
Corporation over and above the qualifications set by the board policy of the
Philippine Corporation Code is illegal

2. Whether or not setting these qualifications would be detrimental to the
company’s future


Yes, Batas Pambansa Blg. 68 Sec. 144 states that Violations of any of the
provisions of this Code or its amendments not otherwise specifically
penalized therein shall be punished by a fine of not less than one thousand
(P1,000.00) pesos but not more than ten thousand (P10,000.00) pesos or by
imprisonment for not less than thirty (30) days but not more than five (5)
years, or both, in the discretion of the court. If the violation is committed by
a corporation, the same may, after notice and hearing, be dissolved in
appropriate proceedings before the Securities and Exchange Commission:

Maharlika Highway. Mr. (190 1/2 a). I recommend filing a case against the said corporation. Mr. Valenzuela City. rules and guidelines which sets the qualifications of its board of directors is considered illegal according to Sec. further. Dela Pena is one of the capital stockholders and passes all the requirements under B.Provided. 68 as one of the Company. . 2015 . 6 which is the Revised Code of Corporate Governance. Ugong. board of directors of ABE But according to the qualification in becoming a board of director of the company. FACTS Mr.P. Edilberto Dela Pena is a resident of 854 Brgy. 144 of the Philippine Corporation Code. That nothing in this section shall be construed to repeal the other causes for dissolution of a corporation provided in this Code. ABE Corp. That such dissolution shall not preclude the institution of appropriate action against the director. Dela Pena is not qualified because the minimum age of a board of director is 50 years old but the Plaintiff is just 45 years old and that he is only qualified as an independent director and not as an executive director according to the SEC Memo Circular No. Pasig City and a capital stockholder of ABE Corporation which manufactures and sells car tires and is located at 9804. trustee or officer of the corporation responsible for said violation: Provided. Last October 12. the company had its elections for its board of directors.

But. The provisions . they must cancel the said circular or must revise the circular in order to stop confusion in the rules of the corporation. must also remove the age requirement for it also violates the Philippine Corporation Code. the respondents argued that the qualifications are written in the Articles of Incorporation and in the SEC Memo Circular and thus making the qualifications legal and binding. the respondent. 68) and with that. The SEC.P. After two weeks of negotiating.The plaintiff argued to the company that there is no age limit required in being a board of director of the corporation and as such the titles of the independent and executive director in the Philippine Corporation Code. 68 is the sole law that must be followed by every corporation whether domestic or foreign corporation in the Philippines. 2015.P. He argued that only the prescribed qualifications written in B. both the plaintiff and the respondent did not come to an agreement and thus prompting the plaintiff to file a case against ABE Corporation on October 31. ABE Corp. DISCUSSION Batas Pambansa Blg. by issuing a memorandum circular violated the said law (Article 3 of B. 68 must be followed in the election of the new sets of board of directors of ABE Corporation.

. Therefore I conclude that the plaintiff’s case has merit and must be pursued in court.explained violates the freedom of the plaintiff to lead the corporation or anyone who is willing and able to lead and govern any corporation because he is not of age or did not pass the age requirement.