3) What is a Voting Trust Agreement?

A voting trust agreement is a contractual agreement in which shareholders

with voting rights transfer their shares to a trustee, in return for a voting trust certificate.
This gives the voting trustees temporary control of the corporation. It is usually found in
smaller companies and these agreements are often used to prevent or facilitate
takeovers. Under section 59 of the Corporation Code, a voting trust agreement may
confer upon a trustee not only the stockholder's voting rights but also other rights
pertaining to his shares.
4) Distinguish a regular meeting from special meeting.

A meeting of stockholders can either be regular or special.  A regular meeting

refers to the yearly meeting of the stockholders on the date fixed in the by-laws, or if not
so fixed, on any date in April of every year as determined by the board of directors.  A
special meeting of stockholders is one held at any time deemed necessary as may be
provided in the by-laws.

Similarly, a meeting of the board of directors can either be regular or special.  The
regular meeting of the board of directors refers to one held on a monthly basis as
provided in the Corporation Code, unless the by-laws provide otherwise.  On the other
hand, a special meeting of the board is one held at any time upon the call of the
President.

5) What is a Derivative Suit?

It is an effective remedy of the minority against the abuses of the management. It
has been said in our book of Revised Corporation Code, that Derivative suit is an action
brought by minority shareholders in the name of the corporation to redress wrongs
committed against it, for which the directors refuse to sue. It is a remedy designed by
equity and has been the principal defense of the minority shareholders against abuses
by the majority. It is necessary that the minority shareholder who is suing for and on
behalf of the Corporation must allege in his complaint before the proper forum that he is
suing on a derivative cause of action on behalf of the corporation and all other
shareholders similarly situated who wish to join.