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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 ...
On Sufficiency of Ground to Examine Corporate Books and Records
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...
Villongco v. Yabut – On Disputed Shares and Quorum
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 Derivative Suit (Villamor v. Umale)
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...
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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...
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 Derivative Suit (Villamor v. Umale)
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...
Mandamus to Compel Corporation to Record Transfer of Shares in Stock and Transfer Book
A bona fide transferee may resort to the remedy of mandamus to compel corporations that wrongfully or unjustifiably refuse to record the transfer ...
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Filinvest Development Corporation v. Del Rosario – On Deposit under Section 267 of the LGC
The deposit is a jurisdictional requirement which must be satisfied before the court can entertain any action assailing the validity of the public auction sale...
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 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 ...
CIR v. DLSU – Tax Exemption of Non-Stock, Non-Profit Educational Institutions
The tax exemption granted by the Constitution to non-stock, non-profit educational institutions is not subject to limitations imposed by law...
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