Alvin, Theodore, and Simon are shareholders of Chipmunk, Inc. Chipmunk, Inc.'s primary purpose is to produce and distribute chocolate chip cookies and other baked delicacies. The Board of Directors want to expand the business of the corporation and want to include all kinds of food stuffs in their production and called for a meeting on November 15, 2019 to amend the Articles of Incorporation (AOI) by expanding their primary purpose wherein the majority of the board and 2/3 of the Outstanding capital stock voted in favor of the amendment . Further, on December 31, 2019 they declared dividends for each shareholder. Alvin did not like the amendment made to the AOI. Theodore made calculations and found that the dividends declared were erroneously calculated and there was a deficit as distributed to the shareholders. Simon discovered that the President of the corporation, Dave, had been entering into contracts with his own company benefitting him greatly and causing losses to the corporation. The Board of directors is aware of the contracts with Dave and are not willing to act on it.

1. Can Alvin exercise his appraisal right? (5 points)

2. What can Theodore do to protect the rights of the shareholders? (5 points)

3. What can Simon do to protect the corporation from the contracts with Dave? (5 points) Explain fully with legal bases.

4. Timon had unpaid subscriptions for 1000 shares worth Php 500 each with Lion Corp. The board of directors of Lion Corp. had a meeting and decided to make a call for the unpaid subscriptions. Timon was unable to pay for the shares and they were declared as delinquent shares. The delinquent shares were sold in a public auctions wherein there were only two bidders; Pumba and Simba. Pumba made a bid amounting to Php 650,000.00 for 1000 shares, while Simba made a bid amounting to Php 600,000.00 for 900 shares. The cost of the sale and advertisement amounted to Php 75,000.00. Who is the winning bidder? What happens to the unsold shares if any? Explain fully with legal bases. (5 points)