PHILIPPINES BUSINESS LAW

TOPIC COVERAGE:

-Stock and Stockholders;

- Corporation Books and Records;

-Merger and Consolidation;

- Non-stock and Other Kinds of Corporations; Dissolution;

- Foreign Corporations;

PROBLEMS:

1. What is a "remedial right"? Explain the following remedial rights of the stockholders and give each an example:

a. An Individual Suit;

b. A Representative Suit; and

c. A Derivative Suit. (15 points)

2. A certain contract was entered into in the name of the corporation with the unanimous approval of all the stockholders. Is the contract binding on the corporation? Why or why not? (5 points)

3. X, stockholder, requests that he be allowed to inspect certain corporate records giving a proper purpose for the exercise of the right. Can the corporation refuse on the allegation that it suspects that X has an ulterior or improper intention? Why or why not? (5 points)

4. Same facts - the inspection will be conducted by L (a lawyer) who is not a stockholder of the corporation, without the presence of X. Can this be done? Why or why not? (5 points)

5. Define merger; and Consolidation; Give each an illustration. (5 points)

6. X, Inc. sold all its assets to Y, Inc. Give the effects of such sale on the existence of X, Inc. and the liability of Y, Inc. for the debts of X, Inc. (5 points)

7. Z, Inc. is a close corporation. No meeting has been held to elect directors and all the officers were appointed by the stockholders. Is this allowed by law? Why or why not. Cite the applicable provision. (5 points)

8. F, a foreign corporation, transacts business in the Philippines without a license. May it sue and be sued? Why or why not? What is the purpose of the law in requiring a license? Cite the applicable provision. (5 points)