TOPIC COVERAGE:

LAW BUSINESS PHILIPPINES

1. - General Provisions of Corporation; Classes of

Corporations; Incorporation and Organization;

2. - Board of Directors/Trustees and Officers;

3. - By-laws; Meetings;

PROBLEMS:

1. Z, Inc. (a corporation) is dissolved:

a. The board of directors approved a resolution authorizing the payment by the corporation of its debts under a contract. Is the

resolution valid? Why or why not. Cite the applicable section. (5 points)

b. After the lapse of the three (3) year winding-up period, what remedies are available to a corporate creditor to recover the debts of the corporation? (5 points):

2. X pledged his shares of stock to Y. As between them, who has the right to attend and vote at the meetings of stockholders? Why or why not? Cite the applicable section. (5 points)

3. X, a director is a corporation, is recorded in the book of the corporation as owner of one (1) share of stock. However, he admits that Y is the true owner of the said share of stock. Is X disqualified to be a director? Why or why not? (5 points)

4. X subscribed to 100 shares of stock in a corporation which declared a cash dividend. The dividend received by X is based only on the 70 shares fully paid by him. Has X have the right to insist on the payment of dividends corresponding to 100 shares? Why or why not? (5 points)

5. What is the "Theory of Special Capacities"? Compare this with the "Theory of General Capacities." (5 points)

6. What is "ultra vires"? Give and define/explain the three (3) types of ultra vires acts? Which of these three (3) types can be ratified and how, and which cannot? (10 points)