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...
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 derivative suit is an action filed by stockholders to enforce a corporate action. It is an exception to the general rule that the corporation’s power to sue is exercised only by the board of directors or trustees...
The local government unit where the property is situated has the right to collect taxes therefrom. Thus, to determine who has the right to collect taxes, it is necessary to determine the location of the property...
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...
Under the Original Document Rule (previously called the Best Evidence Rule), when the subject of inquiry is the contents of a document, writing, photograph or other record, no evidence is admissible other than the original document itself...
​​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...
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...
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...
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...
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...
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...
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...
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...
The "cram-down" clause is necessary to curb the majority creditors’ natural tendency to dictate their own terms and conditions to the rehabilitation...
The surviving or consolidated corporation shall be responsible and liable for all the liabilities and obligations of each of the constituent corporations ...
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...
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...