Question
7.) Distinguish Cash dividends from Stock dividends 8.) The resolutions were approved by stockholders representing 95% of the total outstanding capital stock. The sole dissenter
7.) Distinguish Cash dividends from Stock dividends\
8.) The resolutions were approved by stockholders representing 95% of the total outstanding capital stock. The sole dissenter was Mar Rokas who owned 5% of the stock. The stockholders of Liberty Party Corporation approved two resolutions in a special stockholders' meeting: 1. Resolution increasing the authorized capital stock of the corporation; and 2. Resolution authorizing the Board of Directors to issue, for cash payment, the new shares from the proposed capital stock increase in favor of outside investors who are nonstockholders. Are the resolutions binding on Mar Rokas, a sole dissenting stockholder, on the corporation and its stockholders?
9.) Leni and BBM are stockholders of Sana All Corporation. Later, Sana All Corporation decided to amend its article of incorporation to remove the stockholders' pre-emptive rights to newly issued shares of stock. Leni and BBM voted against the amendment and demanded payment of their shares at the rate of P 50.00 per share based on the book value of the shares. Sana All Corporation found the fair value of the shares demanded by Leni and BBM unacceptable. It insisted that the market value should be the value or P 25.00 per share and that the payment could be made only if Sana All Corp. had unrestricted retained earnings in its books to cover the value of the shares. The disagreement on the valuation of the shares led the parties to constitute an appraisal committee, each of them nominating a representative, who together then nominated the third member who would be chairman of the appraisal committee. The appraisal committee reported its valuation of P 50.50 per share. Subsequently, Leni and BBM demanded payment based on the valuation of the appraisal committee. Sana All Corp., refused the demand as it had no retained earnings at the time of Leni and BBM's demand as borne out by its financial statements. Who is correct?
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