CORPORATION LAW (FINALS NOTES)

RIGHTS OF A STOCKHOLDER

1. To have a certificate or other evidence of his status as SH issued to him

2. To vote at meetings of the corporation;
3. To receive his proportionate share of the profits of the corporation
4. To participate in the distribution of corporate assets upon dissolution of winding up

3 general categories of the rights of a stockholder

1. Right as to control and management which include the voting rights

2. Proprietary right which include the right to participate in dividend distribution and distribution
of assets in case of liquidation; and
3. Remedial rights which include the right to inspect corporate records, right to information and
the right to bring representative suits

May a SH holding in his name only one share avails the right to inspect corporate books?

Yes. Such right is available to any SH, no matter how small his interest in the corporation maybe.
The right is exercised during reasonable hours on business days (sec 74 ccp)

Principal liabilities of SH

1. Liability for stock subscription

2. Liability for assessments
3. Liability for bonus or watered stock
4. Liability for failure to incorporate
5. Liability to refund corporate assets
6. Liability to stock transfers

Criminal cases for violation of the RSA/SRC: DOJ or SEC?

Manuel filed with the DOJ a criminal complaint for violation of securities regulation code against
the officers of SC bank for selling securities w/o the required registration. The DOJ dismissed the
complaint holding that it should have been filed with the SEC. manuel interposed a motion for recon.
Would you grant the motion? Why or why not?

May the suing stockholders in a derivative suit claim damage for themselves?

No because in such kind of action the injury cause was to the corporation primarily. To allow the
SH to claim damages for themselves would result in appropriation by, and distribution among them of a
part of the corporate assets before dissolution of the corporation and liquidation of its debt and
liabilities which Is not allowed by law. (ramos vs. cb)