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    Corpo

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    of 5
    Guide Questions on Intra-Corporate Controversies RESOURCES: 1 2 3 4, 5 Reporters: PD 902.A (Reorganization of the SEC, etc.) Republic Act No, 8799 (SRC Code); part. Sec. 5. ‘Administrative Matter No, 01-2-04-SC (2001) [The Interim Ruies} Revised Corporation Code (RCC) [See Sections 80, 181] Relevant jurisprudence |. General Concepts ‘A. Under PD 902-A, over what ype of cases did the SEC have original and exclusive urstition? 8, Does the SEC continue to have orignal and exclusive jurisdiction over such cases? CC. When did the Proposed Interim Rules and Procedures for ntr-Corporat Controversies under the Securities Regulation Code (SRC) take effect? . Expedited resolution ofthe nta-corporate controversies was one ofthe goals ofthe interim Rules. What are some features of the rules that seek to faciitate an expedited resolution of such cases? . Under the interim Rules, what cases are subject othe orginal ad exclusive jurisdiction ofthe Special Commercial Courts? F. In Lu Ymy. Lum, GR No. 219902, etc (Notice), 17 January 2019, cting Medical Plaza Condominium v Callen, GR No. 181448, November 2013, what ae the two conditions that must be safsed for an action to ‘be considered an intra-corporate controversy? G. Is the SEC now completely dispossessed of jurisdiction over such cases? (Read: Roman v. SEC, GR No. 196929, June 1, 2016} H. What cases that would otherwise involve intra-corporate controversies are not covered by, or subject to, the Interim Rules? (See Interim Rules and Sec. 181, RCC} What circumstances may be considered in determining whether a complaint asserting an inra-corporate controversy is a nuisance suit? In elation to appraisal rights, n what instances are appraisal rights availabe to a dissenting shareholder? In an ntra-corporate controversy, may the court issue a judgment before pre-tia!? ‘May the court issue a judgment after pre-trial? ‘At the trial ofan intra-corporate controversy, who may be presented as witnesses? What ime-tabeis the cour to follow in an intra-corpoate controversy? Are provisional remedies avaliable toa liigantin an inra-corporate controversy? ozEerxS Il. CASES COVERED BY THE INTERIM RULES ‘A. FRAUD OR MISREPRESENTATION 1. Are all cases involving fraud and misrepresentation contemplate by the interim Rules? Read: Reyes v. RTC Makati, GR No, 165744, August 11, 2008, 2. Must the specific acts of fraud be detaed in he complain o be cognizable under the interim Rules? Read: BPI v. Bacalla, GR No. 223404, July 15, 2020 citing Guy v. Guy, GR Nos. 189486, ‘September 2017. Page 1 of 5 3 ‘Ace all inra-corporate controversies invohing fraud necessary derivative suits? Read: Vilamor v. Umale, GR No. 172843, September 24, 2014. BL INTRA-CORPORATE CASES 1 7. 8 9 10, 11 12 13 14 What constitules an inra-corporate controversy? Read: BPI v. Bacalla, GR No 223404, July 15, 2020 What isthe relationship test? What the nature of the controversy test? "Must all intra-corporate controversies be susceptible of pecuniary estimation? [Read: Dee v harvest, GR No, 224834, March 15, 2017] May an inira-corpoate controversy exist even where one pary to the case doesnot strictly have the intra-corpoatereationship? (React: BP v. Bacalla, GR No. 223404, July 15,2020). 1o all cases involving share of stock constitute inra-corporate controversies? (Read: Wise Holdings, Inc. v. Garcia, GR No, 199174 (Notice), 10 June 2019) Are disputes invohing corporate ofcers considered intra-corporate controversies? Who is @ corporate officer? ‘Which court has jursticton over disputes between a corporation and a corporate officer and between a corporation and a non-corporate officer? May decisions and orders of the Special Commercial Courts (SCCs) in intra-corporte controversies be stayed? ‘What is the venue of ntra-corporate controversies? What pleadings are allowed in inta-corporate controversies? \What pleadings are prohibited in intra-corporate controversies? ‘What must @ complaint in an intra-corporate controversy contain? C. ELECTION OR APPOINTMENT MATTERS 1 2 3 4, 5. 6 7 a 9 10, 1 ‘What reelection contests (as defined inthe Interim Rules)? ‘What must @ complaint in an election contest contain? ‘Within what ime period must an election contest complaint be fled? Can anissue involving an electon protest fied beyond the 16-day reglementar period be touched upon by the court? [Read: Eizmendi ur. v. Femandez, GR No. 215280, September 5, 2018}. What action may the cour take upon the fling of an election contest complaint? What is the period given to a defendant in an election contest case to fle an Answer? ‘What action may the court tke ifthe defendant does not fle an answer to an election contest ‘complaint? |s a pre-trial required in election cases? (Rea: POTC v. Atica, GR No. 184822, etc. July 3, 2013) When may a court schedule a hearing on an election contest case’? ‘When must the hearing on an election contest case be competed? Within what period must the court render a decision in an election contest case? D. DERIVATIVE SUITS 1 What is a derivative suit? Read the following 2) Floetev.Florete, GR No, 174908, January 20, 2016 cng Villamor v. Umale, GRINo, 172843, September 24, 2014. ) Ago Really and Development Corp. v. Ago, GR No, 210908, October 18, 2019 citing CChua v. CA, GR No, 150783, November 19, 2004 Hows a derivative sut diferentited from an individual ut, or a representative or class suit? (Read: Florete v. Florete, GR No. 174908, January 20, 2016] What ae the basis examples ofan individual sui, a representative suit or class suit and a

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