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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 ...
Tax on Real Property Subject of Boundary Dispute Between Local Government Units
The local government unit entitled to collect real property taxes from Sta. Lucia must undoubtedly show that the subject properties are situated within its territorial jurisdiction...
Basis for Allegations of Fraud must be Communicated to the Taxpayer
To avail of the extraordinary period of assessment, theCIR should show that the facts upon which the fraud is based is communicated to the taxpayer...
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Cram-Down Power of Rehabilitation Court
The "cram-down" clause is necessary to curb the majority creditors’ natural tendency to dictate their own terms and conditions to the rehabilitation...
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...
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 Period for Service of Notice of Stockholders’ Meeting
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...
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On Real Property Tax and Boundary Dispute between Local Government Units
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...
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...
Collection of Local and Real Property Taxes Pending Boundary Dispute
For purposes of complying with local tax liabilities, the taxpayer is entitled to rely on the location stated in the certificate of title...
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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