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...
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...
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...
The surviving or consolidated corporation shall be responsible and liable for all the liabilities and obligations of each of the constituent corporations ...
The "cram-down" clause is necessary to curb the majority creditors’ natural tendency to dictate their own terms and conditions to the rehabilitation...
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...
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...
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...
It is well-settled that the ownership of shares of stock gives stockholders the right under the law to be protected from possible mismanagement by its officers...
Possession of unique skills, expertise, or talent is a persuasive element of an independent contractor. It becomes conclusive if it is established that the worker performed the work according to his/her own manner and method and free from the principal 's control except to the result...
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...
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...