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Right of stockholder over records and books – inspection and excerpt

Can a stockholder with insignificant shareholding examine the books – ubi lex

Consolidation and merger meaning

Effects of consolidation and merger

Does merger carry with it absorption of employees – employment contracts bound, rights and obli

Meaning of appraisal right

Non-stock corporation meaning, how profit is used

Nature of membership in non stock

Close corporation meaning – articles of incorporation provide 20-restrictions-stock exchange

Composition of board of trustees educational institution – stock v non-stock

Classification of religious corporations

Methods of dissolution of a corporation – voluntary: won creditors are affected; amending articles;
corporation sole; merger or consolidation; involuntary: term; 2 years; order of sec: FMC5BR; revocation of
franchise by quo warranto

Consequences if corporate liquidation not done in 3years: pending suits; new actions may be filed;
creditors follow; pending action

Foreign corporations meaning: FOE

Does a foreign corp have legal existence in PH

When may foreign corp transact in PH? LTT/COA

Consequences, transaction without license? No institution or intervention in suit;may be sued

What deprives a foreign corporation access to PH courts? Doing business without license

What constitutes doing business? Implies a continuity of commercial dealings and arrangements, and
contemplates the performance of acts or works or exercise of functions incident to the purpose for which
the corporation was organized (MR Holdings v Bajar)

Instances when foreign corp can sue in PH won licensed to do business: patent; mark or trade name; tort
occurred in PH; person being sued barred by estoppel

Doctrine of forum non convenience: PH court in a conflict of laws case may assume juris if it wants to do
so; requisites: resort to PH court by one party; court is in position to intelligently dispose; has or likely to
have power to enforce

When did the corporation code take effect: 5/1/80

Purpose of laws governing securities? Blue sky


Howey test? Won an investment contract exists; elements: contract; investment; common enterprise;
expectation of profits; profits from efforts of others; RA 8799

Exempt securities, no need to register: 332

Tender offer meaning

Swiss challenge meaning

Provisions in sec regulation code to protect interest of shareholders; tender offer; restriction on proxy soli;
requirement of internal record-keeping and accounting controls

Insider trading

What is a public company ` ` `

Purpose of PD 902-A: reorganize powers; encourage investments and pub participation; equitable
distribution; protect investment and public

What is an intracorporate controversy: CPA public; CPA state; CPA SPA; SPA

Nature of controversy test

Cullen case

Who are corporate officers

Is the question on validation of proxy intra corporate controversy? Yes, election controversy SEC vCA

Nature of orders under the interim rules on intra corp controversies? Imm exec

Corporate rehabilitation

Who may file for rehab

Rationale in rehab

Who is an insolvent person; courses of action

Technical insolvency; remedy

When may party apply for appointment of management committee; dissipation. Loss, destruction of
property; paralysis of business operations

Effect of appointment of a rehab receiver or management committee

Effect of rehab

What actions are suspended during rehab? All pecuniary; does not cover criminal actions

Proper mode of appeal in corporate rehabilitation cases