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Terelay Investment and Development Corporation vs. Cecilia Teresita Yulo
The Corporation Code does not require any specific amount of interest for the exercise of the right to inspect corporate books and records..
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...
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 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...
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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...
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 ...
MEDICARD v. CIR – On Letter of Authority and Letter Notice
Since the law specifically requires an LOA and RMO No. 32-2005 requires the conversion of the previously issued LN to an LOA, the absence thereof cannot be simply swept under the rug...
Tiangco v. ABS-CBN – On Employee and Independent Contractor
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...
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On Ultra Vires Acts (Ombudsman v. De Guzman)
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 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 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...
Tiangco v. ABS-CBN – On Employee and Independent Contractor
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...
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