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Suits by stockholders or members of a corporation is based on wrongful acts

of the directors are classified as (1) Individual Suits, (2) Class Suits and (3)
Derivative Suits.

Individual suit is a suit brought by the shareholder in his own name against
the corporation when a wrong is directly inflicted against him. A
Representative/Class suit meanwhile is brought by the stockholder in behalf
of himself and all other stockholders similarly situated when a wrong is
committed against a group of stockholders, while Derivative suit is a suit by
a shareholder to enforce a corporate cause of action. The corporation is a
necessary party to the suit, and the relief which is granted is a judgment
against a third person in favor of the corporation.
In cases of a poor management made by directors, a stockholder may find
that he has no redress becase it is the directors who are vested with the
reight to decide as to the action of corporations to sue. Because of the
continuous helplessness of the corporation to seek remedy in case of such
situation, the common law recognized the right of a stockholder to sue on
behalf of a corporation in what is eventually known as derivative suit.
If a President of a corporation has been illegally ousted by the Board of
Director of a Corporation, he or she shall file an individual suit against the
latter.

Now, in the event that members of the board are illegally ousted, a Class
Suit shall be brought against the corporation.

Under Sec. 5.2 of the Securities Regulation Code, jurisdiction over suites
such as the ones mentioned lies with the Regional Trial Court. Thus, the
provision provides that:
5.2. The Commission’s jurisdiction over all cases enumerated
under section 5 of Presidential Decree No. 902-A is hereby
transferred to the Courts of general jurisdiction or the appropriate
Regional Trial Court: Provided, That the Supreme Court in the
exercise of its authority may designate the Regional Trial Court
branches that shall exercise jurisdiction over the cases. The
Commission shall retain jurisdiction over pending cases involving
intra-corporate disputes submitted for final resolution which should
be resolved within one (1) year from the enactment of this Code.
The Commission shall retain jurisdiction over pending suspension of
payment/rehabilitation cases filed as of 30 June 2000 until finally
disposed.

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