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Effect of Merger on Employees of the Absorbed Corporation
The acquisition of all assets, interests, and liabilities of the absorbed corporation necessarily includes the rights and obligations of the absorbed corporation under its employment contracts...
On Period for Service of Notice of Stockholders’ Meeting
By its express terms, the Corporation Code allows the shortening or lengthening of the period within which to send the notice to call a special or regular meeting...
MEDICARD v. CIR – On Gross Receipts of Health Maintenance Organizations for VAT Purposes
The amounts earmarked and eventually paid by MEDICARD to the medical service providers do not form part of its gross receipts.for VAT purposes...
SPID Corp. vs. Ballesteros – On Just Causes and Illegal Dismissal
The burden of proving that the termination of an employee was for a just or authorized cause lies with the employer. If the employer fails to meet this burden, the dismissal is unjustified, thus, illegal...
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Basis for Allegations of Fraud must be Communicated to the Taxpayer
To avail of the extraordinary period of assessment, theCIR should show that the facts upon which the fraud is based is communicated to the taxpayer...
On Liability of Surviving Corporation for Acts Committed by Absorbed Corporation
The surviving or consolidated corporation shall be responsible and liable for all the liabilities and obligations of each of the constituent corporations ...
Cram-Down Power of Rehabilitation Court
The "cram-down" clause is necessary to curb the majority creditors’ natural tendency to dictate their own terms and conditions to the rehabilitation...
On Ultra Vires Acts (Ombudsman v. De Guzman)
Considering that the Board of Directors remained silent and the Postmaster Generals continued to approve the payments to Aboitiz One, they are presumed to have substantially ratified respondent's unauthorized acts...
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MEDICARD v. CIR – On Gross Receipts of Health Maintenance Organizations for VAT Purposes
The amounts earmarked and eventually paid by MEDICARD to the medical service providers do not form part of its gross receipts.for VAT purposes...
On Appointment of Receiver or Management Committee (Villamor v. Umale)
A corporation may be placed under receivership, or management committees may be created to preserve properties involved in a suit and to protect the rights of the parties under the control and supervision of the court...
An Heir may Institute an Action on Behalf of the Co-Heirs Prior to Full Settlement of the Estate
Although an heir's right in the estate of the decedent which has not been fully settled and partitioned is merely inchoate, Article 493 of the Civil Code gives the heir the right to exercise acts of ownership...
Basis for Allegations of Fraud must be Communicated to the Taxpayer
To avail of the extraordinary period of assessment, theCIR should show that the facts upon which the fraud is based is communicated to the taxpayer...