CASE NO.

132

DOCTRINE: Under Sec. 59 of the Corporation Code and by its very nature, a voting trust agreement
results in the separation of the voting rights of a stockholder from his other rights. The execution of a
voting trust agreement, therefore, may create a dichotomy between the equitable or beneficial ownership
of the corporate shares of stockholders, on the one hand, and the legal title thereto on the other hand.
(Lee v. Court of Appeals, G.R. No. 93695, February 4, 1992)

CASE NO. 133

DOCTRINE: A resolution is distinct and different from the minutes of the meeting. A board resolution is a
formal action by a corporate board of directors or other corporate body authorizing a particular act,
transaction, or appointment. On the other hand, minutes are a brief statement not only of what transpired
at a meeting, usually of stockholders/members or directors/trustees, but also at a meeting of an executive
committee. The non-signing by the majority of the members does not necessarily mean that the supposed
resolution was not approved by the board. The signing of the minutes by all the members of the board is
not required. There is no provision in the Corporation Code that requires that the minutes of the meeting
should be signed by all the members of the board. (People v. Dumlao, G.R. No. 168918, March 2, 2009)

CASE NO. 134

DOCTRINE: For a stockholders' special meeting to be valid, certain requirements must be met with
respect to notice, quorum and place. In relation to Section 50 of B.P. 68, one of the requirements is a
previous written notice sent to all stockholders at least one (1) week prior to the scheduled meeting,
unless otherwise provided in the by-laws. (Guy v. Guy, G.R. No. 184068, April 19, 2016)

CASE NO. 135

DOCTRINE: The unqualified provision on the right of inspection previously contained in Section 51, Act
No. 1459, as amended, no longer holds true under the provisions of the present law. The argument of
Gonzales that the right granted to him under Section 51 of the former Corporation Law should not be
dependent on the propriety of his motive or purpose in asking for the inspection of the books of PNB. If
there is any doubt in the correctness of the ruling of the trial court that the right of inspection granted
under Section 51 of the old Corporation Law must be dependent on a showing of proper motive on the
part of the stockholder demanding the same, it is now dissipated by the clear language of the pertinent
provision contained in Section 74 of Batas Pambansa Bilang 68. (Gonzales v. Philippine National Bank,
G.R. No. L-33320, May 30, 1983)

CASE NO. 136

DOCTRINE: Unpaid subscriptions are not due and payable until a call is made by the corporation for
payment. In this case, the BOD of Respondent Corporation did not issue any resolution calling for the
payment of the unpaid subscription. Hence, the same is not yet due and payable. (Apodaca v. NLRC,
G.R. No. 80039, April 18, 1989)

CASE NO. 137

DOCTRINE: The bona fide ownership by a stockholder in his own right suffices to invest him with the
standing to bring a derivative suit for the benefit of the corporation. The number of his shares is
immaterial since he is not suing in his own behalf, or for the protection or vindication of his own particular
right, or the redress of a wrong committed against him individually but in behalf and for
the benefit of the corporation. The requisites of a derivative suit are the following: (1) The party bringing
the suit should be a stockholder as of the time of the act or transactions complained of, the number of
shares not being material; (2) Exhaustion of intra-corporate remedies (has made a demand on the board
of directors for the appropriate relief but the latter has failed or refused to heed his plea); and (3) The
cause of action actually devolves on the corporation and not to the particular stockholder bringing the suit.
(San Miguel Corporation v. Kahn, G.R. No. 85339, August 11, 1989)

CASE NO. 138

DOCTRINE: The law is clear under Section 35 of the Corporation Code that in order for a transfer of
stock certificate to be effective, the certificate must be properly indorsed and that title to such certificate of
stock is vested in the transferee by the delivery of the duly indorsed certificate of stock. (Razon v.
Intermediate Appellate Court, G.R. No. 74306, March 16, 1992)

CASE NO. 139

DOCTRINE: All transfers not so entered on the books of the corporation are absolutely void; not because
they are without notice or fraudulent in law or fact, but because they are made so void by statute. (Garcia
v. Jomouad, G.R. No. 133969, January 26, 2000)

CASE NO. 140

DOCTRINE: In a derivative action, the real party in interest is the corporation itself, not the shareholder(s)
who actually instituted it. Yu's suit cannot be characterized as derivative, because she was complaining
only of the violation of her preemptive right under Section 39 of the Corporation Code. She was not acting
for the benefit of the corporation. Quite the contrary, she was suing on her own behalf, out of a desire to
protect and preserve her preemptive rights. (Lim v. Lim-Yu, G.R. No. 138343, February 19, 2001)

CASE NO. 141

DOCTRINE: The fact that respondents are not stockholders of the disputed corporations does not make
them non-parties to the case, since the jurisdiction of a court or tribunal over the subject matter is
determined by the allegations in the Complaint. In this case, it is alleged that the aforementioned
corporations are mere alter egos of the directors-petitioners, and that the former acquired the properties
sought to be reconveyed to FGSRC in violation of directors-petitioners’ fiduciary duty to FGSRC. The
notion of corporate entity will be pierced or disregarded and the individuals composing it will be treated as
identical if, as alleged in the present case, the corporate entity is being used as a cloak or cover for fraud
or illegality; as a justification for a wrong; or as an alter ego, an adjunct, or a business conduit for the sole
benefit of the stockholders. (Gochan v. Young, G.R. No. 131889, March 12, 2001)

CASE NO. 142

DOCTRINE: A transfer of shares of stock not recorded in the stock and transfer book of the corporation is
non-existent as far as the corporation is concerned. The corporation looks only to its books for the
purpose of determining who its shareholders are. The stock and transfer book is the basis for ascertaining
the persons entitled to the rights and subject to the liabilities of a stockholder. Where a transferee is not
yet recognized as a stockholder, the corporation is under no specific legal duty to issue stock certificates
in the transferee's name. (Ponce v. Alsons Cement Corporation, G.R. No. 139802, December 10, 2002)