CORPORATION LAW

QUESTIONS

1) DISCUSS THE FOLLOWING:

(a) THEORY OF LEGAL FICTION
(b) DOCTRINE OF APPARENT AUTHORITY
(c) BUSINESS JUDGMENT RULE

2) MAY A CORPORATION BE PUBLIC OR PRIVATE? DISCUSS THE OWNERSHIP SHARES

OF STOCKS
(a) BY GOVERNMENT INSTITUTION
(b) PRIVATE CORPORATION

3) HOW TO FORM OR ORGANIZE A PRIVATE CORPORATION?

4) DISCUSS
(a) DE JURE GOVERNMENT
(b) DE FACTO GOVERNMENT
(c) CORPORATION BY ESTOPPEL

5) WHEN IS THERE NON-USE OF CORPORATE CHARTER? WHAT IS/ARE THE EFFECT(S)?

QUO WARRANTO PROCEEDINGS?

6) CORPORATION POWERS ARE EXERCISED BY WHOM? WHAT ARE THE EXCEPTIONS?

7) WHO SHOULD ELECT THE BOARD OF DIRECTORS AND TRUSTEES?

8) WHAT ARE THE RULES:

(a) ON COMMON SHARES ~ VOTING OR NON-VOTING?
(b) REDEEMABLE SHARES?
(c) PREFERRED SHARES?
(d) OWNERSHIP?
(e) SUBSCRIPTIONS?
(f) UNCERTIFICATED STOCKS?

9) MAY HOLDERS OF SEQUESTERED SHARES IN PRIVATE CORPORATIONS BE ALLOWED

TO VOTE EVEN IF NOT OWNERS?

10) WHAT ARE THE OTHER EXCEPTIONS ON THE RIGHT TO VOTE, ASIDE AS REGISTERED
OWNERS?

11) WHAT ARE THE RULE(S) ON COMPENSATION OF BOARD OF DIRECTORS OR

TRUSTEES?

12) ARE BOARD OF DIRECTORS, TRUSTEES, CORPORATIONS OFFICERS LIABLE FOR

UNLAWFUL ACTS OR NEGLIGENCE? DISCUSS.

13) MAY A MINORITY OF STOCKHOLDER OR BOARD OF DIRECTORS OR EVEN A SINGLE

STOCKHOLDER SUE THE CORPORATION? WHEN? WHY?
14) WHAT ARE THE RULE(S) ON CONTRACTS BETWEEN CORPORATIONS WITH
INTERLOCKING DIRECTORS? EXCEPTIONS?

15) WHAT IS THE SUPREME COURT RULING ON CORPORATION POWERS BEING

EXERCISED BY THE BOARD OF DIRECTORS UNLESS DELEGATED BY IN THE BY-LAWS TO
AN EXECUTIVE COMMITTEE, WHO CANNOT ACT AS BOARD OF DIRECTORS ON CERTAIN
CORPORATE MATTERS?

16) WHAT ARE THE RULE(S) ON PRE-EMPTIVE RIGHTS OF THE STOCKHOLDERS?

17) MAY TREASURY SHARES BE RE-ISSUED TO STOCKHOLDERS? RULES? EXPLAIN.

18) MAY A CORPORATION INVEST CORPORATION FUNDS IN ANOTHER CORPORATION

EVEN OUTSIDE ITS PRIMARY PURPOSE? HOW ABOUT A STOCKHOLDER WHO DISSENTS
SUCH ACTION OF CORPORATION? WHAT ARE THE RIGHTS? WHAT ARE THE RULES?

19) MAY A CORPORATION RETAIN ITS SURPLUS PROFITS IN EXCESS OF 100% PAID-UP
CAPITAL? WHAT ARE THE RULES?

20) IS IT MANDATORY FOR A CORPORATION TO DECLARE DIVIDENDS?

21) WHAT ARE THE IMPORTANT RULES TO REMEMBER, RE: DECLARATION OF CASH,
PROPERTY, STOCK DIVIDENDS?

22) ARE STOCK DIVIDENDS SUBJECT TO INCOME TAX? WHY?

23) WHAT IS A BY-LAWS? WHAT ARE ITS CONTENTS?

24) WHAT IS A VOTING TRUST AGREEMENT? ITS PURPOSE? EFFECTS? RULES?

25) WHAT ARE THE RULES ON OWNERSHIP OR SUBSCRIPTIONS OF SHARES OF STOCKS

AND RIGHT TO VOTE OR BE VOTED AS A BOARD DIRECTOR? HOW ABOUT THE SHARES
OF STOCKS SEQUESTERED BY THE GOVERNMENT THROUGH THE PCGG?

26) WHAT IS THE EFFECT OF THE RESCISSION OR REVOCATION OF SUBSCRIPTION

CONTRACT? RELATE THIS WITH THE TRUST FUND DOCTRINE, APPRAISAL RIGHT, BULK
SALES LAW AND NELL DOCTRINE.

27) WHAT IS A CERTIFICATE OF STOCK? MAY IT BE TRANSFERRED? WHO IS ENTITLED TO

EXERCISE THE RIGHT TO VOTE? OR RIGHT TO BE VOTED AS BOARD OF DIRECTOR? OR
RIGHT TO DIVIDENDS? RIGHT OF APPRAISAL? PRE-EMPTIVE RIGHT RIGHT? RULES?

28) WHAT ARE THE RULES ON THE RIGHTS OF STOCKHOLDERS, RE: SUBSCRIBED STOCKS
NOT YET FULLY PAID?

29) WHAT IS A NON-STOCK CORPORATION? MAY IT EARN INCOME? MAY A MEMBER

TRANSFER HIS RIGHTS AS A MEMBER? WHO EXERCISES CORPORATE POWERS IN A NON-
STOCK CORPORATION?

30) WHAT ARE CONSIDERED AS SPECIAL CORPORATIONS? DISCUSS EDUCATIONAL,

RELIGIOUS AND CLOSE CORPORATIONS.
31) WHAT ARE FOREIGN CORPORATIONS? MAY IT DO BUSINESS OR CONDUCT
TRANSACTIONS EVEN WITHOUT SEC LICENSE? MAY IT MAINTAIN OR INTERVENE IN
ANY ACTION, SUIT OR PROCEEDING? MAY IT SUE OR BE SUED EVEN W/OUT SEC
LICENSE? WHAT DOES “TRANSACTING BUSINESS” MEAN OR COVERS?

32) ARE THERE EXCEPTIONS TO THE RULE THAT FOREIGN CORPORATIONS WITHOUT
LICENSE CANNOT SUE?

33) WHAT IS “DOING BUSINESS” COVERAGE? EXCEPTIONS?

34) WHAT IS THE EFFECT IN CASE A CORPORATION WITHOUT SEC LICENSE WAS SUED,
BUT WAS ABLE TO OBTAIN SEC LICENSE LATER ON?

35) WHAT ARE THE METHODS/RULES/EFFECTS OF DISSOLUTION OF CORPORATION?

36) DISTINGUISH LIQUIDATION FROM DISSOLUTION (OF A CORPORATION)

37) OTHER MODES OF DISTRESSED CORPORATIONS ASIDE FROM DISSOLUTION OR

LIQUIDATION? WHAT ARE THE RULES? JURISDICTION?

38) MAY THE RTC OR REHABILITATION RECEIVER SUSPEND ALL ACTIONS AGAINST A
CORPORATION DURING THE RECEIVERSHIP PERIOD?

39) DOES THE LEGAL PERSONALITY OF THE CORPORATION CONTINUE DESPITE

RECEIVERSHIP UNTIL LIQUIDATION? DISCUSS.

40) DISCUSS MERGER VS. CONSOLIDATION