Case 1

Tantalus Corporation, of which 97% of the issued and outstanding shares of stock were owned by Roger Mano, had financial obligations to its employees by way of unpaid wages and allowances. Tantalus Corporation was dissolved by shortening its corporate life and all its assets turned over to Suceso Corporation, of which 95% of the subscribed shares were held by Roger Mano and his wife. Then Tantalus Corporation ceased to operate.

a) May the employees of Tantalus Corporation proceed against the Suceso Corporation to recover their unpaid claims? Discuss.

b) What is the doctrine of "piercing the veil of corporate entity" and in what cases did the Supreme Court apply the said doctrine?

Case 2

X is a stockholder of ABC Corporation. The corporation increased its authorized capital stock but X was not afforded the opportunity to purchase the number of shares proportionate to his stockholding in the corporation. X later discovered that many stockholders were also denied of their pre-emptive right.

Can X file a representative suit in behalf of himself and the other stockholders against ABC Corporation? Will your answer be the same if what has been denied is their right to vote in the election of the board of directors? Explain and support your answers.

Case 3

Distinguish a cooperative from a private corporation.Give 3 distinctions.