THE DEPARTMENT OF LEGAL MANAGEMENT College of Arts & Sciences San Beda College
Name: ______________________________________ Class Days: __________________________________
I.D. No. _______________ Time and _________________________
Section ________ Room:
Corporation Law (LMG 10) 2nd Semester, Academic Year 2011-2012 INSTRUCTOR'S NAME: Mari Jennifer Bruce EMAIL ADDRESS: firstname.lastname@example.org CONSULTATION: Saturday a.m. (by appointment) COURSE DESCRIPTION AND RATIONALE
An extensive survey of basic legal rules and principles concerning corporations; the nature, kinds, formation, operation and management, rights and obligations of the components and dissolution of a corporation; and the advantages and disadvantages of corporate form
COURSE GOAL AND OBJECTIVES
At the end of the course, students are expected: 1. to have a thorough understanding of the nature and significance of corporate form and other juridical persons; the fundamental concepts and general principles affecting the formation, operation and dissolution of corporations; and the rights and obligations of stockholders/members, directors/trustees and officers of a corporation; 2. to Identify the appropriate legal issues and give solutions to problems by applying the appropriate legal principles; 3. to have a working knowledge of the law on corporations and apply such know-how in the conduct of business; and 4. to make sound business decisions in accordance with the law on corporations. The study of this course is intended, not only to teach students the law, but also to exhibit the values of integrity, propriety and social responsibility whenever a corporation is used as a format for business operations. Thereby, students are expected to identify their role as Bedans, Filipinos and Christians in applying business law in the Philippines.
Kinds/classification of partners and partnerships 5. corporation. Advantages and Disadvantages of Corporate Form C. Recitation
ASSIGNMENT A. Obligations of partners among themselves b. Rules to determine existence of partnership 3. 20 SCRA 383 (1967) Nationality of Corporations
. close corporation. partnership. Obligations and Rights of Partners a. characteristics and classes of corporation ACTIVITIES : Discussion. Dissolution and Winding Up 7. Basis for Corporate Existence/Constitutional Provisions relating to Corporations B.g. Obligations of partners to third persons 6. Classes of Corporations EXPECTED OUTCOME : Identify the attributes of a corporation. and determine the advantages of corporate form. Attributes of Corporations and Corporate Existence Corporation Code : Section 2 Required Text : pp 20-23 B. 29-38 : ATTRIBUTES OF CORPORATIONS A.
: pp 38-56 : Stonehill v. Article XII Civil Code. Applicability of constitutional guarantees. Form of Partnership 4. Section 16.Week 1
: INTRODUCTION AND REVIEW A. joint venture) D. nationality. Corporations distinguished from Partnerships 1. Common Business Forms/Other Juridical Persons (single proprietorship. investment) to engage in regulated undertakings. Lecture. Limited partnership
EXPECTED OUTCOME: Identify the nature of juridical persons and the essential features of a corporation ACTIVITIES ASSIGNMENT Others Laws Required Text Week 2-3 TOPIC : Discussion. and liability for crimes and
torts Required Text Case D. Definition and essential features 2. Articles 44-45 : pp 18-20. liability for crimes and torts D. Recitation : 1987 Constitution. Diokno. Property rights of partners c. Lecture. Natural Person distinguished from Juridical Person C. and the basic concepts.. Applicability of constitutional guarantees. trust. Advantages and Disadvantages of Corporate Form Corporation Code : Section 2 Required Text : pp 23-29
C. statutory requirements for corporations (e. Attributes of Corporations and Corporate Existence B.Nationality of Corporations E. moral damages.
Norton and Harrison. directors/trustees. 11 SCRA 714 (1964) Week 5 TOPIC : PRE-INCORPORATION A. and the relationship with other related juridical entities ACTIVITIES : Discussion. Corporation by estoppel EXPECTED OUTCOME : Identify the enforceability of contracts entered into by de jure corporations. 278 SCRA 716 (1997) 4.Corporation Code : Sections 123. Section 11. 43. Liddell and Co. Separate Juridical Personality B. Tomas Lao Construction v. Lecture. 89 Phil. Court of Appeals. Christern. Lecture. De facto corporation B. Promoter’s Contracts EXPECTED OUTCOME : Determine the binding effect of pre-incorporation contracts and the persons liable therefor ACTIVITIES : Discussion. 96. v. 123 Required Text : pp 70-83 Week 3-4 TOPIC : THEORY OF CORPORATE ENTITY A. Piercing the Veil of Corporate Fiction EXPECTED OUTCOME: Discuss the basic theory of separate juridical personality of corporations and how it affects the liabilities of the corporation. Collector of Internal Revenue. 3. 106. Sections 2. 21. 1317-1319. Recitation
ASSIGNMENT Corporation Code : Section 2 Required Text : pp 86-140 Cases : 1. Article XVI : Executive Order 858 (2010) Required Text : pp 56-70 Case : Filipinas Compaña de Seguros v. Umali v. Commissioner of Internal Revenue v. de facto corporations. 7. Articles 1305. 60. Classes of Corporations Corporation Code : Sections 3-4. 61 Other Laws : Civil Code. 1404. 1897-1901 Required Text : pp 142-151 Week 6 TOPIC : DEFECTIVELY-FORMED CORPORATIONS A. 109-110. 11. Recitation
. 20. its shareholders/members. 87-88. and corporations by estoppel ACTIVITIES : Discussion. 1409. 54 (1951) E. officers. Article XII : 1987 Constitution. Lecture. 1403. 140 Other Laws : 1987 Constitution. National Labor Relations Commission. 189 SCRA 529 (1990) 3. Pre-Incorporation Subscription Agreements B. 2 SCRA 632 (1961) 2. Recitation
ASSIGNMENT Corporation Code : Sections 5.
Articles of incorporation 8. Amend/Adoption Articles of Incorporation and By-laws B. Acquisition of own shares 6. Secondary Purpose EXPECTED OUTCOME : Determine the sources of corporate powers and the requirements for exercising them ACTIVITIES : Discussion. Requirements for Incorporation 1. 124-131 : pp 174-179. Managements contracts 9. 46. Corporate Powers under the Corporation Code 1. Incorporators 6. 188-230 : CORPORATE POWERS A. 116. 107-108. 46-48. 603 (1950) 2. 103. 25 Required Text : pp 152-174 Cases : 1. 111-112. Primary Purpose 2. 317 SCRA 728 (1999) Week 6-7 TOPIC : FORMATION OF CORPORATIONS A. 97. 23. Paid up capital. 23. Philippine Fishing Gear Industries. 113 Required Text : pp 233-288 Week 9 MIDTERM EXAMINATIONS
. Revocation of certificate B. Declare dividends 8. 36-44. Corporate term 4. By-Laws 9. 51. 81-86. Recitation
ASSIGNMENT Corporation Code : Sections 2. Steps in incorporation 2. Corporate name 3. 62. Recitation : Sections 10-19. 50. Sale on disposition of assets 5. Authorized capital stock 7.ASSIGNMENT Corporation Code : Sections 20. Corporate Powers provided in the Articles of Incorporation and By-Laws 1. Hall v. Deny pre-emptive right 4. Inc. 36.. Commencement of corporate existence EXPECTED OUTCOME : Outline the steps and legal requirements in forming a corporation ACTIVITIES ASSIGNMENT Corporation Code Required Text Week 7-8 TOPIC : Discussion. Lecture. 21. Extend corporate term 2. Increase or decrease capital stock 3. Capital stock. Primary and secondary purposes 5. Lim v. 86 Phil. Lecture. Invest in another business 7. Piccio.
Court of Appeals. 92-93. proxies C. Interlocking Directors 8. 94 SCRA 357 (1979) Yao Ka Sin Trading v. 101. Lecture. Regular and Special Meetings of Directors. Duty of Loyalty B. TRUSTEES A. Executive 4. Qualifications ad Disqualifications 2. OFFICERS. Responsibilities C. Determine the legal principles essential to participating in the organization and management of a corporation ACTIVITIES : Discussion. Removal and Replacement 3. 114. Conflict of Interest 2. 101. Meetings and Quorum B. 92-93. Quorum. Discuss related legal and technical know-how in the management of a corporation. Organizational Meeting 5. Recitation
ASSIGNMENT Corporation Code : Sections 23-35. OFFICERS. Officers 1. TRUSTEES A. 45. Doctrine of Apparent Authority C. 291-336 Cases : Philippine National Bank v. Lecture. Ultra vires doctrine B. Executive Committee 7. Election. 97. 49. trustees and officers ACTIVITIES : Discussion. trustees and officers. Business Opportunity EXPECTED OUTCOME : Identify the rights and responsibilities of directors. Directors and Trustees 1. 97. Identify the rights and responsibilities of directors. Qualifications and Disqualifications 2. 49. 104. Recitation
ASSIGNMENT Corporation Code : Sections 23-35. 144 Required Text : pp 336-382. 53-54. trustees and officers. voting trusts. Appraisal Right D. Duties and Responsibilities 1.Week 10
: DIRECTORS. 104. 209 SCRA 763 (1992) Week 1112 TOPIC : DIRECTORS. Voting. Business Judgment Rule
EXPECTED OUTCOME : Determine and consequences of ultra vires acts. 387-429 Week 13 TOPIC : SHAREHOLDERS AND MEMBERS A. 53-54. Right to inspect financial statements and other corporate books and records
. Appointment 3. Responsibilities 6. 114 Required Text : pp 179-186. Court of Appeals. Determine the procedure and requirements for selecting directors.
Stock Certificate. 81-86. Involuntary Dissolution C.Delinquency sale EXPECTED OUTCOME : Identify the various kinds of shares and the body of rules governing their issuance. Lecture. Founder’s Shares 5. Par/No-Par Value 3. Recitation : Sections 16. 141. Non-use of corporate powers failure to operate D. CONSOLIDATION
EXPECTED OUTCOME : Determine the procedure. 89-91. Derivative Suits EXPECTED OUTCOME : Identify the rights and responsibilities of stockholders and members ACTIVITIES ASSIGNMENT Corporation Code Other Laws Required Text Cases Week 1314 TOPIC : Discussion. 144 : : pp 433-516 : Tan v. Transfer of Shares and Restrictions F. Voting/Non-Voting 2. Subscription Contracts 2. 499 SCRA 216 (2006) : SHARES AND DIVIDENDS A. Transfer of shares F.Liquidation
. 48-52. Consideration for stocks C. Recitation
ASSIGNMENT Corporation Code : Sections 6-9. Treasury Shares D. Subscription 1. Stock dividends 3. 41. requirements and legal effects of acquisitions. MERGER. 74-75. 137 Required Text : pp 519-571. Sycip. 93. Recitation
ASSIGNMENT : Corporation Code : Sections 76-80. Lecture. Classes of Shares 1. 54-59. Lecture. 37-40. Property dividends G. Transfer and termination of membership G. 132 Required Text : pp 677-719 Week 16 TOPIC : DISSOLUTION AND LIQUIDATION A. Voluntary Dissolution B.E. Preferred Shares 4. 42-44. transfer or sale ACTIVITIES : Discussion. 46. 24. 77.Watered Stocks E. Redeemable Shares 6. 60-73. 100(2). Cash dividends 2. Payment of Subscription B. 581-615 Week 15 TOPIC : ACQUISITION. Dividends 1. 26. mergers and consolidation ACTIVITIES : Discussion.
2. be on any topic covered from the start of the semester up to the assignment for the day as indicated in this syllabus. at the sole discretion of the professor. or wearing their uniform improperly shall automatically be called for recitation for the entire class.
. Special Classes Day: To be determined Time: To be determined EXPECTATIONS FROM STUDENTS 1. Students should be prepared for graded recitations every meeting. The assignments for each day are based on the topics and text coverage indicated in this syllabus.
3. seatwork. and such quiz may. seatwork. A quiz will be given if a gadget goes off during class.EXPECTED OUTCOME : Discuss the requirements and procedures and requirements for dissolving a corporation and winding up corporate affairs ACTIVITIES : Discussion.0 for quizzes. Students who are on unexcused absence will receive a grade of 5.
5. Regular Classes Days: Tuesdays-Fridays Time: 4:30-6:00pm Section 4CLM 6:10-7:40pm Section 4ALM 7:40-9:10pm Section 4BLM 2. Lecture. as applicable. Recitation
ASSIGNMENT Corporation Code : Sections 117-122 Required Text : pp 835-867 Week 17 TOPIC ACTIVITIES : WRAP UP AND REVIEW : Grand Recitation
EXPECTED OUTCOME : Consolidate all matters discussed during the semester and identify corporate processes and requirements from pre-corporation to liquidation Week 18 FINAL EXAMINATIONS
COURSE SCHEDULE 1. Students not wearing the prescribed uniform. Electronic gadgets should be turned off or put on silent mode during classes. report of recitation for any student. reports and recitations. Students are expected to study the assignment for the day and participate intelligently in class discussions. There will be no special quiz. whether absence is excused or unexcused.
The professor reserves the right to modify the guidelines for reports or to cancel reports. Course Requirements a.
9. Handwritten movie reviews shall be submitted no later than 6:20 pm on 6 October 2011. Unnecessary noise (e. quizzes and seatwork b. or during quizzes. Individual and group reports b. Midterm Grade Computation: Basis i. Written reports and movie review The guidelines and topics for reports and movie review shall be given at start of the semester. This applies to graduating students. recitations or seatwork. no special project or removal examination will be given after final grades have been released. if any. recitations or seatwork shall likewise be conclusively presumed as cheating. Individual and group reports. Except on the ground of mathematical error. The quiz may be on any topic covered from the start of the semester up to the assignment for the day as indicated in this syllabus. side comments) during class hours is not allowed. recitations and other course requirements given during the Weight 60%
. Examinations. Students will be given opportunities during the semester to improve their grades. are conclusively presumed to be cheating. For the avoidance of doubt. Optional Requirements a.
GRADING SYSTEM 1. The professor shall have sole discretion to give a quiz for unruly behavior or when the noise level becomes intolerable.
8. Reports and movie reviews shall be credited to the Final Examination grade of the student. Class Standing (which considers quizzes. shall be scheduled during the semester to coincide with the topics in the course outline above. 3. as may be appropriate for the semester’s requirements.
7. talking with each other while somebody is reciting. Any form of communication with persons in or outside the classroom during quizzes.6. Participation in graded recitation 2.g.
Students using electronic gadgets in class. at no instance shall a grade be modified once it has been entered in the school’s online grading system. Computation of Grades
Each student’s scholastic performance for the course shall be determined as follows: a.. The rules of San Beda College on absences and tardiness will be strictly applied.
http://sc. c. Partnership and Corporation by Renato R. Cesar (Manila: Rex Bookstore 2010). Villanueva.lawphil. 2004). (Manila: Rex Bookstore. b.midterm only) ii.gov. Corporation Code of the Philippines
a. Final Grade Computation: Basis i.
2. Prescribed Text Philippine Corporation Law by Cesar L. Torres.ph/ http://www. Final Examination TOTAL
Weight 20% 50% 30% 100%
The Department’s grading system is base 25%. 2005). The Law on Partnerships and Private Corporations for Business Students by Carlo B. Suarez (Manila: GIC Enterprises.gov. Midterm Examination TOTAL b. The Law on Business Organizations (Partnership and Corporations) by Justo P. Jr. b. computed as follows: ([Raw Score/Total Items][0.judiciary. Pasimio (Mandaluyong City: National Bookstore. Midterm Examination ii. c. recitations and other course requirements given during the midterm only) iii. Electronic Sources
a. Optional Text The Law on Partnerships and Private Corporations by Hector S. b.sec.
a. 2006). d. 2000). De Leon (Manila: Rex Book Store.75]) + 25 REFERENCES 1. Class Standing (which considers quizzes.net/ http://www.