Question
ABC Corporation is engaged in the business of manufacturing prime white cement. it entered into a contract with XX, one of its directors, making him
ABC Corporation is engaged in the business of manufacturing prime white cement. it entered into a contract with XX, one of its directors, making him the exclusive distributor of prime white cement in their entire country. The contract further stipulated that the price of the cement is fixed at P9 pesos per bag for a period of five (5) years. Is the contract fair and reasonable under the circumstances? 1s it valid'?
11 . X is a director of ABC Corporation which is engaged in the distribution o1 smartphones of different brands. He has excellent marketing skills. The Corporation sent him abroad to negotiate with XYZ, a Europe-based maker of a newly-launched high-end, sophisticated and fashionable smart phones to be the exclusive distributor of the product in the Philippines. he successfully convinced the phone maker to agree to a distributorship contract but instead of letting ABC Corporation obtain it, he organized a single proprietorshipwhich eventually became the sole distributor of the product. He spent his own money lot the venture. The phone was an instant hit in the Philippines rind X raked in huge profits.
DoesXhaveanyliabilitytoABCCorporation'? Explain.
12.Is there any revision under the RCC on modes of notices of meeting for any of the corporate act requiring approval of stockholders or members in a meeting called for the purpose? Cite.
13.Distinguish the reacquisition of redeemable shares from the reacquisition of treasury shares as to the availability of retained earnings?
14.Arc all illegal acts, ultra vires? Explain.
5.The bylaws of the corporation provide that a director or trustee who is absent for three consecutive meetings or not current on the payment of his monthly dues to the corporation may be removed by 2/3s vote of the board of directors or trustees. Is this provision in the bylaws valid'/
6.Henry is a board director in XYZ Corporation. For being the "fiscaliser" in the Board, the majority Of the board of directors want hint removed and his shares sold at auction, so he can no longer participate even in the .stockholders' meetings. Henry approaches you for advice on whether he can be removed as a board director and stockholder even without cause. What is your advice'?
7.Establish the requisites to make a Emergency Board.
8."A" is the President of ABC Corporation, a corporation vested with public interest while X is a director and at the same time Vice Chairman of the Board with executive functions. The Compensation Committee of the Board of Directors fixed their compensation package as President and Vice Chairman, respectively. The Board of Directors thereafter confirmed it. When their compensation package was reported to the stockholders during thc regular meeting. a stockholder representing minority interest argues that the compensation is invalid and irregular because it is not authorized by the laws nor approved by the stockholders. Is he correct'!
9. The Board of Directors adopted a couple of resolutions, the first true approving car and housing plans for the board members and the second, fixing the per diem allowance of directors to P35,000 for every board meeting. The board resolutions shall be applicable to directors who will be elected in the next stockholders' meeting. Are the resolutions valid'?
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