Minutes and Transactions = 3 defenses in S74.

STB and Financial Statements. No defense. but subject to reasonableness acc to hofi

SH Rights = arises in account of his ownership of stock. Immaterial if 1 share or million

shares. BUT sometimes this can be taken as a circumstance that a person might not
have legitimate business purpose. e.g. Gonzales case = person just bought a share to
obtain info.

Remedies
1. Mandamus

S144 = all CC violations

Fiduciary duties. Applicable

Where 144 does not apply in violation of fiduciary duties because statute did not intend,
unlike 74, they could have but did not say that 144 is applicable. but since they did not
this is evidence of legislative intent. But 144 says this applies to everything else.

Investing in another corp = appraisail right extended acc to Bundalian. Why should we
not apply this to stock dividends. Bc in stock dividends you are just recapitalizing your
earnings but interests are retained.

FMV = amount seller wants to sell without urgency. amount buyer wants to buy without
urgency.

Dissenter will receive dividends if restored?

Suspension of dissenting SH rights does not include right to sell. Bc code provides and
implies he can sell.

Is it possible for Dissenting SH to sell appraisal right and then the buyer makes a profit
out of it. NO. Because it is required that he must dissent. Can we say that of a buyer of
shares later on? No.

Treasury shares dont vote and dont participate on dividends.

Why does the law grant appraisal rights in the first place?

Exit ways? Appraisal right. Sale of shares.

Corp has power to acquire its own shares tho. So kahit walang dissent. But this is not a
right. This is discretionary upon the Board.

Redeemable shares. Corp is required ot buy upon expiration//terms.

Close Corporations.Compromise between Corp and Partnership. Not so big. Corp entity
but functions more loosely like a partnership.

Reconciling BJR and Derivative Suits