LAW ON CORPORATION

Give at least 5 distinctions between corporation and partnership.

II

In what instances may a non-voting stock nevertheless still entitled to vote in stockholders' meeting?

III

In what instances may a dissenting stockholder exercise his appraisal right?

IV

What are the general and specific powers of a corporation?

What are the requirements to be a close corporation?

VI

What are the different modes of dissolving a corporation? Briefly explain each.

VII

Differentiate voting trust agreement from proxy.

VIII

a. What are the qualifications of incorporators?

b. What are the qualifications of board of directors/trustees?

IX

Give instances when the following vote requirements are needed:

a. Majority of board of directors/trustees present in the meeting constituting quorum.
b. Majority of all members of board of directors /trustees
c. Majority of outstanding capital stock or majority of members.
d. 2/3 of outstanding capital stock or 2/3 of members.

What is the difference between directors/trustees' meeting from stockholders/members' meeting.

XI

What are the rights of a stockholder? Briefly explain each.

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 XII

Define the following:

a. De jure corporation
b. De facto corporation
c. Corporation by estoppel
d. Corporation by prescription
e. Corporation sole
f. Ecclesiastical corporation
g. Open corporation
h. Public corporation.
i. Founder’s share
j. Treasury share
k. Redeemable share

XIII

What are the grounds for the rejection or disapproval of articles of incorporation or amendment thereto?

XIV

What is the difference between merger and consolidation?

XV

a. True or False: A contract of the corporation with one or more of its directors or trustees or officers is
unenforceable at the option of such corporation. If false, please replace the incorrect word(s).
b. In relation to letter (a), what are the conditions to make the contract valid?

XVI

May a foreign corporation sue and be sued in the Philippines? Explain

XVII

What is the general rule and exception to the general rule regarding compensation of directors?

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