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The Board of Directors of Bonifacio Corporation (BC) unanimously adopted a resolution directing its management to issue as fully paid 10,000 common shares to Atty.

The Board of Directors of Bonifacio Corporation (BC) unanimously adopted a resolution directing its management to issue as fully paid 10,000 common shares to Atty. Apolinario for successfully prosecuting in favor of BC the derivative suit filed by a minority stockholder. If the issuance of the said 10,000 common shares is by way of stock dividends to be credited from unrestricted retained earnings of BC, would such issuance be valid? a. Yes, since the issuance was approved unanimously by the Board of Directors. b. No, since stock dividend shall be issued with the approval of the stockholders representing 2/3 of the outstanding capital stock. c. Yes, since the payment was in connection with a finished legal service for the corporation by Atty. Apolinario. d. No, since stock dividend shall be issued with the approval of the majority of the stockholders

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