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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 Sufficiency of...

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...

Terelay Investment and...

The Corporation Code does not require any specific amount of interest for the exercise of the right to inspect corporate books and records..

On Ultra Vires...

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...

On Derivative Suit...

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...