1. Marcos Bank (Marcos), in 2021 proposed to sell to Moreno Bank (Moreno) its banking business for Php. 20 billion consisting of specified assets and liabilities. The parties reached an eventual agreement, which they termed as "Purchase and Assumption (P&A) Agreement", in which Moreno would acquire Marcoses specified assets and liabilities, excluding contingent claims, with the further stipulation that it should be approved by the Banko Sentral ng Pilipinas (BSP). BSP imposed the condition that Marcos should placed in escrow Php. 1 billion to cover contingent claims against it. Marcos complied. After securing the approval of the BSP, the two banks signed the agreement. BSP thereafter issued a circular advising all banks and non-banking intermediaries that effective January 1, 2022, "the banking activities of Marcos Bank and Moreno Bank have been consolidated and the latter has carried out their operations since then.

Was there merger and consolidation of the two banks in the point of the Corporation Code? Explain. 25%

What is meant by De Facto merger? Discuss 25%

2. PCU Corporation (PCU) was in dire straits. In order to firm up its financial standing, it agreed to entertain the merger and takeover offer of NCST Corporation (NCST), the leading educational institution in their line of expertise. Leni, the major stockholder of PCU strongly opposed the merger and take over. The matter of merger and takeover by NCST was included in the agenda of the next meeting of PCU's Board of Directors. However, owing to Leni's serious illness that required her to seek urgent medical treatment and care in the United States, she failed to attend the meeting and was consequently unable to cast her vote. The Board of Directors approved the merger and takeover. At the time of the meeting, PCU had been in the red for a number of years owing to its recurring business losses and reverses. Leni seeks your legal advice regarding her right as a stockholder opposed to the corporate action. Explain your answer with legal basis. 50%