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Category: Commercial Law

On Failure to Deliver Stock...

The failure of FEGDI to deliver the stock certificates within a reasonable time was a substantial breach of their contract that gave Vertex the right to rescind the sale under Article 1191 of the Civil Code...

Villongco v. Yabut – On...

For stock corporations, the quorum is based on the number of outstanding voting stocks. The distinction of undisputed or disputed shares of stocks is not provided for in the law or the jurisprudence...

On Failure to Deliver Stock Certificate and Rescission Under Article 1191 | FEGDI v. Vertex

The failure of FEGDI to deliver the stock certificates within a reasonable time was a substantial breach of their contract that gave Vertex the right to rescind the sale under Article 1191 of the Civil Code...

On Failure to...

The failure of FEGDI to deliver the stock certificates within a reasonable time was a substantial breach of their contract that gave Vertex the right to rescind the sale under Article 1191 of the Civil Code...

Villongco v. Yabut...

For stock corporations, the quorum is based on the number of outstanding voting stocks. The distinction of undisputed or disputed shares of stocks is not provided for in the law or the jurisprudence...

On Doing Business...

The appointment of a distributor in the Philippines is not sufficient to constitute "doing business" unless it is under the full control of the foreign corporation...

Cram-Down Power of...

The "cram-down" clause is necessary to curb the majority creditors’ natural tendency to dictate their own terms and conditions to the rehabilitation...

On Liability of...

The surviving or consolidated corporation shall be responsible and liable for all the liabilities and obligations of each of the constituent corporations ...

Effect of Merger...

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...

Mandamus to Compel...

A bona fide transferee may resort to the remedy of mandamus to compel corporations that wrongfully or unjustifiably refuse to record the transfer ...

On Period for...

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...

On Appointment of...

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...