Corpo and Partnership

What are the rights of a stockholder?

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A leased 2 buildings owned by B. A failed to pay the rentals which caused B to file for unlawful detainer against A. A, during the pendency of the case, transferred several properties to C Corp. A non-stock corporation. B won the case, and the Sheriff levied the property of C Corporation. A argued that such property cannot be levied invoking the doctrine of separate juridical personality.

A. Is A correct? Why.

B. Is the doctrine of piercing the corporate fiction applicable to a Non-Stock Corporation?

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A, B, C, and D agreed to form two mining corporations, namely ABCD Corpoartion. ABCD Corporation has Authorized Capital Stock of P1,000,000 divided equally to the 4 stockholders. A,B, and C were able to pay their stocks in full, but D was not able to pay half of his obligation. A decided to release D from his obligation. B and C objected as it is unfair to them.

A. Can A release D from his obligation?

B. What is Trust Fund Doctrine and when it is violated.

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ABC Bank filed a complaint-affidavit alleging that DEF (former chairman and CEO) and GHI (former COO) of the ABC Bank authorized the payment of bonuses to corporate officers and directors without proper board authority, despite knowing that substantial losses of ABC Bank's subsidiary, CBA. DOJ task force on Bank fraud cases found probable cause against DEF and GHI for violation of Sec. 31 of the Corporation Code. However, DOJ Sec ruled that Sec. 144 of the same code, which provides for penalties for violations of the code, was no applicable to violations of Sec. 31.

a. Is Sec. 31 of the Corporation code a penal provision?

b. Is the DOJ Sec erred in ruling that Sec. 144 is not applicable for violation of Sec. 31 of the Corporation Code?

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C is a former employee of Salili Corp. owned by Saliha. C was hired as president and general manager of Salili corp. Saliha then discovered from her friend that C was rendering services in the business location of Salili Corp but the receipts and vouchers given by C is from Klein and Gianni Corporation (her newly formed corporation.)

Salili filed a case against C for the unauthorized use of their properties in organizing their corporation and obtained opportunities properly belonging to it to their damage and prejudice.

a. What is corporate opportunity doctrine?

b. what are the elements of doctrine of corporate opportunity?

c. Did C violates the abovementioned doctrine?

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ABC Corp directors agreed to the dissolution of the corporation voluntarily. As their legal advisor, explain how will they dissolve the corporation if they still have a creditor.

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A and B was employed by C Corporation. Then they were notified of their termination on the ground of cessation of operation due to serious business losses. A and B believed that their dismissal was without just cause and such cessation of business was a mere pretense in order to transfer its operations to its wholly owned corporation, CC Corporation its parent corporation.

C Corporation argued that the cessation was due to the steady decline in the demand of its products due to global recession, stiffer competition, and the effects of a changing markets.

A. What is the Doctrine of Separate Juridical Personality?

B. Can CC Corporation be held liable? Explain.

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1.What are the difference between De facto Corporation and Corporation by Estoppel?

2. Can a holder of a delinquent stock exercise his appraisal right?

3. 3. Distinguish an act ultra vires from an illegal act

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G a partner of G na G Partnership bought 5 cellphones from H enterprise for their business. The cellphones upon receipt has major defects. G returned the phones and ask for its replacements. The replacement did not happened. G filed a case against H enterprise. The court ruled in favor of G. Upon execution of the judgment, G instructed the sheriff to attach the personalty of J, a industrial partner of H enterprise.

A. Is the attachment valid?

B. Assuming that J is a general partner, is the attachment valid?

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What are the requirement before you can declare cash and stock dividends?

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