Course Syllabus
Part I General Provisions
A. Corporation, defined (Sec. 2)
Case:
a. Tayag v. Benguet Consolidated, 26 SCRA 242
b. Torres v. Court of Appeals, 278 SCRA 793
c. Philippine Stock Exchange, Inc. v. Court of Appeals, 281 SCRA 232
1. Art. XII Section 16, 1987 Philippine Constitution
Case:
a. Feliciano v. COA, GR No. 147402, January 14, 2004
2. Attributes of a Corporation
3. Similarities and Distinctions between Contract of Partnership and Corporations
4. Corporations Created by Special Laws or Charter
Cases:
a. National Coal Co. v. Collector of Internal Revenue, 46 Phil. 583
b. Marilao Water Consumers Association, Inc. v. IAC, 201 SCRA 437
B. Classification of Corporations
1. Under the Corporation Code (Sec. 3)
2. Sole and Aggregate
3. Ecclesiastic and Lay
4. Eleemosynary and Civil
5. Domestic and Foreign
6. De jure and de facto corporations
6.1 Requisite of De Facto Corporation
6.2 Quo Warranto
Cases:
a. Sawadjaan v. Court of Appeals, G.R. No. 141735, June 8, 2005
7. Close and Open Corporation
8. Parent, Subsidiary, and Affiliated
9. Private and Public
10. Corporation by Prescription and Corporation by Estoppel
C. Nationality of Corporations
1. Control test
2. Grandfather rule
Case:
a. Wilson Gamboa v. Sec. Margarito Teves, GR NO. 176579, June 28, 2011
D. Corporations created by special laws (Sec. 4)
E. Corporators and incorporators, stockholders and members (Sec. 5)
2005
f. Yamamoto v. Nishino Leather Industries, Inc., GR No. 150283, April 16, 2008
g. ASJ Corporation v. Sps. Evangelista, GR NO. 158086, February 14, 2008
3. Entitlement to constitutional rights
a) Due process
Case:
a. Albert v. University Publishing, Inc. G.R. No. 10118, June 16, 1965)
b) Equal protection of the law
c) Protection against unreasonable searches and seizure
4. Entitlement to Moral Damages
Case:
a. ABS-CBN v. Court of Appeals, GR NO. 128690, January 21, 1999
b. Coastal Pacific Trading, Inc. v. Sothern Rolling Mills, Co., Inc., July 28, 2006
5. Libel
Case:
a. Filipinas Broadcasting v. Ago Medical Center, GR No. 141994, January 17, 2005
6. Liability for torts
Case:
a. PNB v. CA, GR NO. 27155, May 18, 1978
7. Doctrine of Corporate Negligence
Case:
a. Professional Services Inc., v. Court of Appeals, G.R. No. 126297, Feb. 2, 2010
Cases:
a. Valle Verde Country Club, Inc. v. Africa, G.R. No. 151969, September 4, 2009
b. Tan v. Sycip, G.R. No. 153468, August 17, 2006
H. Compensation of directors (Sec. 30)
I. Liability of directors, trustees or officers (Sec. 31)
1. Corporate opportunity doctrine
J. Dealings of directors, trustees or officers with the corporation (Sec. 32)
K. Contracts between corporations with interlocking directors (Sec. 33)
L. Disloyalty of a director (Sec. 34)
M. Executive committee (Sec. 35)
O. Business Judgment Rule
Case:
Saber v. Court of Appeals, G.R. No. 132981, August 31, 2004
Part IV Powers of Corporations
A. Classification of powers
1. Express powers
2. Implied powers
3. Incidental or inherent powers
Cases:
a. Cebu Bionic Builders Supply, Inc. v. DBP, GR No. 154366, November 17,
2010
b. Shipside Incorporated v. CA, GR No. 143377, February 20, 2001
B. Corporate powers and capacity (Sec. 36)
1. General powers, theory of general capacity
2. Specific powers, theory of specific capacity
a) Power to extend or shorten corporate term (Sec. 37)
a.1) Appraisal right of dissenting stockholders
b) Power to increase or decrease capital stock or incur, create, increase bonded
indebtedness (Sec. 38)
b.1) Limitation
b.2) Necessity
c) Power to deny pre-emptive rights (Sec. 39)
c.1) As to treasury shares
d) Power to sell or dispose of corporate assets (Sec. 40)
d.1) Appraisal right of dissenting stockholder
e) Power to acquire own shares (Sec. 41)
e.1) Conditions for the exercise of the power
e.2) Trust fund doctrine
f) Power to invest corporate funds in another corporation or business (Sec. 42)
g) Power to declare dividends (Sec. 43)
g.1) Concept of dividends (distinguished from profits)
g.2) Classes of dividends
g.3) Unrestricted retained earnings
h) Power to enter into management contract (Sec. 44)
i) Ultra vires acts (Sec. 45)