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Questions:

1. S, a stockholder of ABC Corporation, visited the corporate office and demanded the inspection of the books of accounts of the company. D the director who was in charge of such books refused to allow S to inspect them on the ground that six months earlier, S used some financial data that he obtained from XYZ corporation of which was also a stockholder, in order to aid a competitor of XYZ corporation to the detriment of the latter. Was the refusal of D justified? 2. In the meeting of the board of directors of Grand Corporation, a construction company, held on August 31, 2011, directors A, B, C, D, and E were present among the 9 directors. The meeting had for its agenda the following: a. The appointment of a new treasurer b. The approval of the contract for the purchase of cement worth P50,000.00 from X Construction Supplies Co. When the voting took place, directors A, B, C and D voted for the election of Y as the new treasurer and directors A, B and C voted for the approval of the contract with X Construction Supplies. Is these two events valid and why? 3. A,B,C,D,E,F and G are the duly elected directors for 2010 of Excellent Corporation whose articles of incorporation provide for 7 directors. On August 1, 2010, Directors A,B,C,D and E met to fill two vacancies in the board brought about by the valid removal of F for disloyalty to the corporation and the death of G. in the said meeting, the remaining directors voted for X to replace F , and Y, a son of G, to replace his father. Both X and Y are owners of at least one share of stock of the corporation. Is the election of X and Y by the remaining directors valid or not? Why? 4. Danilo, a resident of Malolos, Bulacan obtained a loan from the rural bank of Sta. Rosa, Nueva Ecija amounting to P90,000. The loan is secured by a pledge of shares of stocks of Saint Michael Corporation covered by 3 stock certificates of 1000 shares each, which certificates are registered in the name of Servando, a friend of Danilo. The current market value of the shares based on the records of the Phil. Stock Exchange is P30 per share. Other than the pledge of the shares, no other document is recorded in the books of San Michael Corp at its office in Pasig City. Who is entitled to vote the shares of stock in the stockholders meeting? 5. On May 1, 2010, S subscribed to 1000 shares of stock of Sigma Corp. at the par value of P10 per share. Pursuant to the policy of the corp. which requires a down payment of 60% of the subscription price, S paidP6000 upon the execution of the subscription contract. The balance of the subscription must be paid after 30 days, which in the case of the subscription of S, Is May 31, 2010. Is S already qualified to vote? Why or why not? 6. A corporation was continuously inoperative for 3 years. Is the corporation deemed dissolved? 7. X, director in a corporation, is recorded in the book of the corporation as owner of one share of stock. X admits that the true owner is Y, its president. Is X disqualified to be a director? Why? 8. Y was elected director in a corp. the other directors who supported his election, assured him a monthly compensation of P50, 000. In fact, they approved a resolution granting him the corporation. Is X entitled to the compensation? Why? 9. The articles of incorporation provides that a particular class of shares shall be deprived of the right to vote. Nevertheless, may they be still entitled to vote? Why? 10. ABC Corp., owned by MR. SS owed its workers. Then, it ceased operations. The following day, ABC was succeeded by and its assets were turned over to DEF corp., 90% of the subscribed shares of which were also owned by Mr. SS. The workers of ABC sue DEF for the payment of their claims. DEF raises the defense that it has a personality separate and distinct from ABC. Is DEF corp. still liable? Defend your answer.

Shanen M. Young

BSA 3 15D

Answers:
1. Yes, because such improper use of data, although pertaining to another corporation, is a legal ground to deny a stockholder the exercise of his right to inspect the corporate books. 2. The election of Y as the new treasurer is invalid; the approval of the contract with X Construction Supplies is valid. 3. Not valid with respect to X; valid with respect to Y 4. Servando, because he is the registered owner of the stock certificates. 5. S is already qualified to vote although he has not yet paid his subscription in full. 6. It depends, according to sec. 22 7. No, according to sec. 23 par 2 8. No, according to sec. 30 9. Yes according to sec. 6 par 1 provision 1, 6th par 1-8 10. DEF corp. is liable to the workers. Under the doctrine of piercing the veil of corporate entity, the separate personality of a corporation will be disregarded if it is used to commit fraud. It is clear from the fats that DEF took over the corporations and assets of ABC to avoid the payment of the latters obligations to its workers, both corporations being, in legal effect, owned by the same person, Mr. SS.

Shanen M. Young

BSA 3 15D