GSIS FAMILY BANK-THRIFT BANK [formerly Comsavings Bank, Inc.], petitioner, vs.

BPI FAMILY BANK, respondent.

G.R. No. 175278. September 23, 2015

Doctrines:

Court ruled that to fall within the prohibition of the law on the right to the
exclusive use of a corporate name, two requisites must be proven, namely: (1) that
the complainant corporation acquired a prior right over the use of such corporate
name; and (2) the proposed name is either (a) identical; or (b) deceptive or confusingly
similar to that of any existing corporation or to any other name already protected by
law; or (c) patently deceptive, confusing or contrary to existing law.

Jurisdiction: It is the Securities and Exchange Commission’s (SEC’s) duty to

prevent confusion in the use of corporate names not only for the protection of the
corporations involved, but more so for the protection of the public. It has authority
to de-register at all times, and under all circumstances corporate names which in its
estimation are likely to generate confusion.

PROVIDENT INTERNATIONAL RESOURCES CORPORATION vs. JOAQUIN T. VENUS,

JOSE MA. CARLOS L. ZUMEL, ALFREDO D. ROA III, LAZARO L. MADARA and
SANTIAGO ALVAREZ, JR., respondents.

G.R. No. 167041. June 17, 2008

Doctrines: Authority of Securities and Exchange Commission (SEC)

It can be said that the SEC’s regulatory authority over private corporations
encompasses a wide margin of areas, touching nearly all of a corporation’s concerns.

This authority more vividly springs from the fact that a corporation owes its
existence to the concession of its corporate franchise from the state. Under its
regulatory responsibilities, the SEC may pass upon applications for, or may suspend
or revoke (after due notice and hearing), certificates of registration of corporations,
partnerships and associations (excluding cooperatives, homeowners’ association, and
labor unions); compel legal and regulatory compliances; conduct inspections; and
impose fines or other penalties for violations of the Revised Securities Act, as well as
implementing rules and directives of the SEC, such as may be warranted.

As the administrative agency responsible for the registration and monitoring of

Stock and Transfer Books (STBs), it is the body cognizant of the STB registration
procedures, and in possession of the pertinent files, records and specimen signatures
of authorized officers relating to the registration of STBs.
 As the regulatory body, it is the Securities and Exchange Commission’s (SEC’s)
duty to ensure that there is only one set of Stock and Transfer Book (STB) for each
corporation.

MONTELIBANO ET AL vs.BACOLOD-MURCIA MILLING CO., INC.

G.R. No. L-15092

May 18, 1962

Doctrines:

There is an ultra vires act on the part of the corporation when it performs acts
which are not provide in its express, implied or incidental powers.

There is ultra vires act on the part of the board of directors when it performs
acts which are not delegated to it by the articles of incorporation or the bylaws.

There is ultra vires act on the part of the corporate officers when they perform
acts which are not authorized by the by - laws and the articles of incorporation or not
delegated to them by the board of directors.

Ultra vires acts entered into by the board of directors binds the corporation and
the courts will not interfere unless terms are oppressive and unconscionable.

Hutchison Ports Philippines Limited vs. Subic Bay Metropolitan Authority

G.R. No. 131367. August 31, 2000

Doctrine: “Doing Business”

Participating in the bidding process constitutes “doing business” because it

shows the foreign corporation’s intention to engage in business here.

The bidding for the concession contract is but an exercise of the corporation’s
reason for creation or existence. Thus, it has been held that “a foreign company
invited to bid for IBRD and ADB international projects in the Philippines will be
considered as doing business in the Philippines for which a license is required.”

In this regard, it is the performance by a foreign corporation of the acts for

which it was created, regardless of volume of business, that determines whether a
foreign corporation needs a license or not.
 Injunction: An application for the injunctive writ is only a provisional remedy,
a mere adjunct to the main suit; The Supreme Court has a bounden duty to resolve
the matters before it in a manner that gives essence to justice, equity and good
conscience. *

CONSUELO METAL CORPORATION, petitioner, vs. PLANTERS DEVELOPMENT BANK

and ATTY. JESUSA PRADO-MANINGAS, in her capacity as Ex-officio Sheriff of Manila,
respondents.

G.R. No. 152580. June 26, 2008

Doctrine:

Securities and Exchange Commission (SEC) Jurisdictions: Republic Act No.

8799 transferred to the appropriate regional trial courts the SEC’s jurisdiction
defined under Section 5(d) of Presidential Decree No. 902-A.—Republic Act No. 8799
(RA 8799) transferred to the appropriate regional trial courts the SEC’s jurisdiction
defined under Section 5(d) of Presidential Decree No. 902-A.

Section 5.2 of RA 8799 provides: The Commission’s jurisdiction over all cases
enumerated under Sec. 5 of Presidential Decree No. 902-A is hereby transferred to the
Courts of general jurisdiction or the appropriate Regional Trial Court: Provided, That the
Supreme Court in the exercise of its authority may designate the Regional Trial Court
branches that shall exercise jurisdiction over these cases. The Commission shall retain
jurisdiction over pending cases involving intra-corporate disputes submitted for final
resolution which should be resolved within one (1) year from the enactment of this Code.

The Commission shall retain jurisdiction over pending suspension of

payments/rehabilitation cases filed as of 30 June 2000 until finally disposed.

Corporate Liquidation: While the SEC has jurisdiction to order the dissolution of a
corporation, jurisdiction over the liquidation of the corporation now pertains to the
appropriate regional trial courts—the liquidation of a corporation requires the settlement of
claims for and against the corporation, which clearly falls under the jurisdiction of the
regular courts.

The SEC’s jurisdiction does not extend to the liquidation of a corporation.

While the SEC has jurisdiction to order the dissolution of a corporation, jurisdiction
over the liquidation of the corporation now pertains to the appropriate regional trial
courts.
 This is the reason why the SEC, in its 29 November 2000 Omnibus Order, directed
that “the proceedings on and implementation of the order of liquidation be commenced at
the Regional Trial Court to which this case shall be transferred.” This is the correct
procedure because the liquidation of a corporation requires the settlement of claims for and
against the corporation, which clearly falls under the jurisdiction of the regular courts. The
trial court is in the best position to convene all the creditors of the corporation, ascertain
their claims, and determine their preferences.

Company Registration and Monitoring Department (CRMD) and SEC vs. Ching Bee
Trading Corporation (CBTC)

G.R. No. 205921 Nov. 12, 201

Doctrine: Securities and Exchange Commission’s thrust to adopt policies that.

"promote ease of doing business”.

Liberal Application of Sec. 17 of the Corporation Code: Giving them reasonable

time within which to correct or modify any objectionable portions of the articles or
amendments thereof.

Sec. 17. Grounds when articles of incorporation or amendment may be rejected or

disapproved. - The Securities and Exchange Commission may reject the articles of
incorporation or disapprove any amendment thereto if the same is not in
compliance with the requirements of this Code: Provided, That the Commission shall
give the incorporators a reasonable time within which to correct or modify the
objectionable portions of the articles or amendment. The following are grounds for
such rejection or disapproval:

1. That the articles of incorporation or any amendment thereto is not substantially

in accordance with the form prescribed herein;
2. That the purpose or purposes of the corporation are patently unconstitutional,
illegal, immoral, or contrary to government rules and regulations;
3. That the Treasurer's Affidavit concerning the amount of capital stock subscribed
and/or paid if false;
4. That the percentage of ownership of the capital stock to be owned by citizens of
the Philippines has not been complied with as required by existing laws or the
Constitution.
 No articles of incorporation or amendment to articles of incorporation of banks, banking
and quasi-banking institutions, building and loan associations, trust companies and other
financial intermediaries, insurance companies, public utilities, educational institutions, and
other corporations governed by special laws shall be accepted or approved by the
Commission unless accompanied by a favorable recommendation of the appropriate
government agency to the effect that such articles or amendment is in accordance with law.

POLIAND INDUSTRIAL LIMITED, petitioner, vs. NATIONAL DEVELOPMENT COMPANY,

DEVELOPMENT BANK OF THE PHILIPPINES, and THE HONORABLE COURT OF
APPEALS (Fourteenth Division), respondents.

G.R. No. 143877. August 22, 2005

Doctrines: Ordinarily, in the merger of two or more existing corporations, one of the
combining corporations survives and continues the combined business, while the rest
are dissolved and all their rights, properties and liabilities are acquired by the
surviving corporation.

The merger shall only be effective upon the issuance of a certificate of merger
by the Securities and Exchange Commission (SEC), subject to its prior determination
that the merger is not inconsistent with Corporation Code.

In the absence of SEC approval, there is no effective transfer of the

shareholdings in one corporation to another.

GABRIEL C. SINGSON, ANDRE NAVATO, EDGARDO P. ZIALCITA, ARACELI E.

VILLANUEVA, TYRONE M. REYES, JOSE CLEMENTE, JR., FEDERICO PASCUAL,
ALEJANDRA C. CLEMENTE, ALBERT P. FENIX, JR., and MELPIN A. GONZAGA,
petitioners, vs. COMMISSION ON AUDIT, respondent.

G.R. No. 159355. August 9, 2010

Doctrines:

The directors of a corporation shall not receive any compensation for being
members of the board of directors, except for reasonable per diems.

No other compensation may be given to them, except only when they serve the
corporation in another capacity.
 Representation and Transportation Allowance (RATA); What National
Compensation Circular (NCC) No. 67 seeks to prevent is the dual collection of
Representation and Transportation Allowance (RATA) by a national official from the
budgets of “more than one national agency.”

Unlike salary which is paid for services rendered, the Representation and
Transportation Allowance (RATA) is a form of allowance intended to defray expenses
deemed unavoidable in the discharge of office. The Representation and
Transportation Allowance (RATA) is paid only to certain officials who, by the nature
of their offices, incur representation and transportation expenses.

PHILIP TURNER and ELNORA TURNER, petitioners, vs. LORENZO SHIPPING

CORPORATION, respondent.

G.R. No. 157479. November 24, 2010

Doctrine:

The right of appraisal may be exercised when there is a fundamental change in

the charter or articles of incorporation substantially prejudicing the rights of the
stockholders.—The right of appraisal may be exercised when there is a fundamental
change in the charter or articles of incorporation substantially prejudicing the rights
of the stockholders. It does not vest unless objectionable corporate action is taken. It
serves the purpose of enabling the dissenting stockholder to have his interests
purchased and to retire from the corporation.

A corporation can now purchase its own shares, provided payment is made out
of surplus profits and the acquisition is for a legitimate corporate purpose.—Now,
however, a corporation can purchase its own shares, provided payment is made out of
surplus profits and the acquisition is for a legitimate corporate purpose. ( embodied
in Section 41 of the Corporation Code )

MARC II MARKETING, INC. and LUCILA V. JOSON, petitioners, vs. ALFREDO M.

JOSON, respondent.

G.R. No. 171993. December 12, 2011

Doctrines: Corporate officers are those officers of a corporate who are given that
character either by the Corporation Code or by the corporation’s by-laws.
 In Easycall Communications Phils., Inc. v. King, 478 SCRA 102 (2005), this Court
held that in the context of Presidential Decree No. 902-A, corporate officers are those
officers of a corporation who are given that character either by the Corporation Code or by
the corporation’s by-laws.

Section 25 of the Corporation Code specifically enumerated who are these

corporate officers, to wit: (1) president; (2) secretary; (3) treasurer; and (4) such other
officers as may be provided for in the by-laws.

The phrase “such other officers as may be provided for in the by–laws” clarified and
elaborated in Matling Industrial and Commercial Corporation vs. Coros, 633 SCRA 12
(2010).

In Matling Industrial and Commercial Corporation v. Coros, 633 SCRA 12

(2010), where it held, thus: Conformably with Section 25, a position must be
expressly mentioned in the by-laws in order to be considered as a corporate office.

Thus, the creation of an office pursuant to or under a by-law enabling provision

is not enough to make a position a corporate office. The corporate officers
enumerated in the by-laws are the exclusive officers of the corporation while the rest
could only be regarded as mere employees or subordinate officials.

The board of directors has no power to create other corporate offices without
first amending the corporate by-laws so as to include therein the newly created
corporate office.

Lastly, Not all conflicts between the stockholders and the corporation are
classified as intra-corporate. Other factors such as the status or relationship of the
parties and the nature of the question that is the subject of the controversy must be
considered in determining whether the dispute involves corporate matters so as to regard
them as intra-corporate controversies.

PETRONILO J. BARAYUGA, petitioner, vs. ADVENTIST UNIVERSITY OF THE

PHILIPPINES, THROUGH ITS BOARD OF TRUSTEES, REPRESENTED BY ITS
CHAIRMAN, NESTOR D. DAYSON, respondents.

G.R. No. 168008. August 17, 2011

Doctrine:

As a general rule, officers and directors of a corporation hold over after the
expiration of their terms until such time as their successors are elected or appointed.
 But, the one occupying an office in a hold-over capacity could be removed at
any time, without cause, upon the election or appointment of his successor.

WILSON P. GAMBOA, petitioner, vs. FINANCE SECRETARY MARGARITO B. TEVES, FINANCE

UNDERSECRETARY JOHN P. SEVILLA, AND COMMISSIONER RICARDO ABCEDE OF THE
PRESIDENTIAL COMMISSION ON GOOD GOVERNMENT (PCGG) IN THEIR CAPACITIES AS
CHAIR AND MEMBERS, RESPECTIVELY, OF THE PRIVATIZATION COUNCIL, CHAIRMAN
ANTHONI SALIM OF FIRST PACIFIC CO., LTD. IN HIS CAPACITY AS DIRECTOR OF METRO
PACIFIC ASSET HOLDINGS INC., CHAIRMAN MANUEL V. PANGILINAN OF PHILIPPINE LONG
DISTANCE TELEPHONE COMPANY (PLDT) IN HIS CAPACITY AS MANAGING DIRECTOR OF
FIRST PACIFIC CO., LTD., PRESIDENT NAPOLEON L. NAZARENO OF PHILIPPINE LONG
DISTANCE TELEPHONE COMPANY, CHAIR FE BARIN OF THE SECURITIES EXCHANGE
COMMISSION, and PRESIDENT FRANCIS LIM OF THE PHILIPPINE STOCK EXCHANGE,
respondents. PABLITO V. SANIDAD and ARNO V. SANIDAD, petitioners-in-intervention. June
28, 2011.

GAMBOA VS. TEVES CASE

GR No. 176539 and 176579, Jume 28, 2011

Doctrines:

The term “capital” in Section 11, Article XII of the Constitution refers only to
shares of stock entitled to vote in the election of directors, and thus in the present
case only to common shares, and not to the total outstanding capital stock
comprising both common and non-voting preferred shares.—We agree with petitioner
and petitioners-in-intervention. The term “capital” in Section 11, Article XII of the
Constitution refers only to shares of stock entitled to vote in the election of
directors, and thus in the present case only to common shares, and not to the total
outstanding capital stock comprising both common and non-voting preferred shares.

Common shares cannot be deprived of the right to vote in any corporate

meeting, and any provision in the articles of incorporation restricting the right of
common shareholders to vote is invalid.

Indisputably, one of the rights of a stockholder is the right to participate in the

control or management of the corporation. This is exercised through his vote in the election
of directors because it is the board of directors that controls or manages the corporation. In
the absence of provisions in the articles of incorporation denying voting rights to preferred
shares, preferred shares have the same voting rights as common shares.
 However, preferred shareholders are often excluded from any control, that is,
deprived of the right to vote in the election of directors and on other matters, on the
theory that the preferred shareholders are merely investors in the corporation for
income in the same manner as bondholders. In fact, under the Corporation Code only
preferred or redeemable shares can be deprived of the right to vote.

Considering that common shares have voting rights which translate to control,
as opposed to preferred shares which usually have no voting rights, the term
“capital” in Section 11, Article XII of the Constitution refers only to common shares.
However, if the preferred shares also have the right to vote in the election of
directors, then the term “capital” shall include such preferred shares because the
right to participate in the control or management of the corporation is exercised
through the right to vote in the election of directors. In short, the term “capital” in
Section 11, Article XII of the Constitution refers only to shares of stock that can vote
in the election of directors.

The term “capital” in Section 11, Article XII of the Constitution to include both
voting and non-voting shares will result in the abject surrender of our
telecommunications industry to foreigners, amounting to a clear abdication of the
State’s constitutional duty to limit control of public utilities to Filipino citizens.

The Court should never open to foreign control what the Constitution has expressly
reserved to Filipinos for that would be a betrayal of the Constitution and of the national
interest.

Indisputably, construing the term “capital” in Section 11, Article XII of the
Constitution to include both voting and non-voting shares will result in the abject
surrender of our telecommunications industry to foreigners, amounting to a clear
abdication of the State’s constitutional duty to limit control of public utilities to
Filipino citizens. Such an interpretation certainly runs counter to the constitutional
provision reserving certain areas of investment to Filipino citizens, such as the
exploitation of natural resources as well as the ownership of land, educational
institutions and advertising businesses.

The Court should never open to foreign control what the Constitution has expressly
reserved to Filipinos for that would be a betrayal of the Constitution and of the national
interest. The Court must perform its solemn duty to defend and uphold the intent and
letter of the Constitution to ensure, in the words of the Constitution, “a self-reliant and
independent national economy effectively controlled by Filipinos.”
 PARAMOUNT INSURANCE CORP., petitioner, vs. A.C. ORDOÑEZ CORPORATION and
FRANKLIN SUSPINE, respondents.

G.R. No. 175109. August 6, 2008

Doctrines: Dissolution or even the expiration of the three-year liquidation period

should not be a bar to a corporation’s enforcement of its rights as a corporation.

There is likewise no merit in petitioner’s claim that respondent corporation

lacks legal personality to file an appeal. Although the cancellation of a corporation’s
certificate of registration puts an end to its juridical personality, Sec. 122 of the
Corporation Code, however provides that a corporation whose corporate existence is
terminated in any manner continues to be a body corporate for three years after its
dissolution for purposes of prosecuting and defending suits by and against it and to
enable it to settle and close its affairs.

Moreover, the rights of a corporation, which is dissolved pending litigation, are

accorded protection by law pursuant to Sec. 145 of the Corporation Code, to wit:
Section 145. Amendment or repeal. No right or remedy in favor of or against any
corporation, its stockholders, members, directors, trustees, or officers, nor any
liability incurred by any such corporation, stockholders, members, directors,
trustees, or officers, shall be removed or impaired either by the subsequent
dissolution of said corporation or by any subsequent amendment or repeal of this
Code or of any part thereof.

Dissolution or even the expiration of the three-year liquidation period should

not be a bar to a corporation’s enforcement of its rights as a corporation.

Suldao vs. Cimech System Construction, Inc.

G.R. No. 171392. October 30, 2006

Doctrine:

As a general rule, a corporation will be looked upon as a legal entity, unless and
until sufficient reason to the contrary appears. The veil of corporate fiction applies
unless there is fraud and proof of it.
SPS. PEDRO AND FLORENCIA VIOLAGO, petitioners, vs. BA FINANCE CORPORATION
and AVELINO VIOLAGO, respondents.

G.R. No. 158262. July 21, 2008

Doctrine:

It is a fundamental principle of corporation law that a corporation is an entity

separate and distinct from its stockholders and from other corporations to which it
may be connected. But, this separate and distinct personality of a corporation is
merely a fiction created by law for convenience and to promote justice. So, when the
notion of separate juridical personality is used to defeat public convenience, justify
wrong, protect fraud or defend crime, or is used as a device to defeat the labor laws,
this separate personality of the corporation may be disregarded or the veil of
corporate fiction pierced. This is true likewise when the corporation is merely an
adjunct, a business conduit or an alter ego of another corporation.

JOHN F. MCLEOD vs. NLRC

G.R. No. 146667 January 23, 2007

Doctrine:

Ordinarily, in the merger of two or more existing corporations, one of the

combining corporations survives and continues the combined business, while the rest
are dissolved and all their rights, properties and liabilities are acquired by the
surviving corporation. Although there is dissolution of the absorbed corporations,
there is no winding up of their affairs or liquidation of their assets, because the
surviving corporation automatically acquires all their rights, privileges and powers,
as well as their liabilities.

RYUICHI YAMAMOTO, petitioner, vs. NISHINO LEATHER INDUSTRIES, INC. and IKUO
NISHINO, respondents.

G.R. No. 150283. April 16, 2008

Doctrine: Doctrine of Piercing the Veil of Corporate Fiction

While the veil of separate corporate personality may be pierced when the
corporation is merely an adjunct, a business conduit, or alter ego of a person, the
mere ownership by a single stockholder of even all or nearly all of the capital stocks
of a corporation is not by itself a sufficient ground to disregard the separate
corporate personality.
 The elements determinative of the applicability of the doctrine of piercing the
veil of corporate fiction follow:

1. Control, not mere majority or complete stock control, but complete

domination, not only of finances but of policy and business practice in respect to the
transaction attacked so that the corporate entity as to this transaction had at the
time no separate mind, will or existence of its own;

2. Such control must have been used by the defendant to commit fraud or
wrong, to perpetuate the violation of a statutory or other positive legal duty, or
dishonest and unjust act in contravention of the plaintiff’s legal rights; and

3. The aforesaid control and breach of duty must proximately cause the injury
or unjust loss complained of. The absence of any one of these elements prevents
“piercing the corporate veil.” In applying the ‘instrumentality’ or ‘alter ego’ doctrine,
the courts are concerned with reality and not form, with how the corporation
operated and the individual defendant’s relationship to that operation.

NESTOR CHING and ANDREW WELLINGTON, petitioners, vs. SUBIC BAY GOLF AND
COUNTRY CLUB, INC., HU HO HSIU LIEN alias SUSAN HU, HU TSUNG CHIEH alias
JACK HU, HU TSUNG HUI, HU TSUNG TZU and REYNALD R. SUAREZ, respondents.

G.R. No. 174353. September 10, 2014

Doctrine: Derivative Suits

It is settled that a stockholder’s right to institute a derivative suit is not based

on any express provision of the Corporation Code, or even the Securities Regulation
Code, but is impliedly recognized when the said laws make corporate directors or
officers liable for damages suffered by the corporation and its stockholders for
violation of their fiduciary duties.

The legal standing of minority stockholders to bring derivative suits is not a

statutory right, there being no provision in the Corporation Code or related statutes
authorizing the same, but is instead a product of jurisprudence based on equity.
However, a derivative suit cannot prosper without first complying with the legal
requisites for its institution.

And even if petitioners thought it was futile to exhaust intra-corporate

remedies, they should have stated the same in the Complaint and specified the
reasons for such opinion.