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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...
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 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...
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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On Appointment of Receiver or Management Committee (Villamor v. Umale)
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...
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 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...
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...
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On Doing Business in the Philippines
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...
On Original Document Rule
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...
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 ...
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