MGT.

162
LAWS ON BUSINESS ORGANIZATION AND LABOR
COURSE SYLLABUS
First Semester, 2013
Business Management Cluster
ATTY. LIZA D. CORRO

Offices
:
BSM Faculty Room/
Office
Office Phone
:
(032) 2313086
09173219760
E-mail Address
:
lizadcorro@yahoo.com.ph
Class Hours
:
Thurs. & Fri., 2:30-4:00 PM
Office hours
:
BSM Faculty Room, Tues & Fri.,
2:30 PM
Deans Office, Mon. to Fri., 8:005:00 PM
Consultation time :
Tues. & Fri., 1:30-2:30 PM
Mon., Wed. & Thurs., 1:00 3:30
PM
Credit Hours
:
3 units

A. DESCRIPTION

Deans

1:30-

This course involves an introduction to basic Philippine laws on business

organizations, its formation and operation, corresponding applicable labor rules, and the
prevailing and pertinent jurisprudence.
B.

ORGANIZATION

This is a lecture course in which topics are presented by the instructor, through
laws, prevailing practices and jurisprudence and case studies, as basis for course
discussions and class recitations. Visits to pertinent government offices and business
entites, as part of class activities in relation to some topics, and group works, and
submission of case digests of related jurisprudence or case laws will be required. Quizzes,
long exams and mid-term and comprehensive final exams will be given.

C. COURSE OBJECTIVES
At the end of the semester, students are expected to:

1.
Comprehend basic laws and requirements on formation and operation of
business organizations, as well as the rights, duties and relationships of workers employed
in business organizations.
2.
Appreciate the means, methods and machinery to harmonize the differing
interests of labor and management to build and strengthen the pillar of industrial peace
and progress.
3.
Evaluate facts and decide in a given case, based on the applicable provisions
pertaining to laws on business organization and on labor laws.
D.

COURSE TOPICS
The course will cover the following topics on particular weeks:

D1. BUSINESS ORGANIZATIONS

Week 1
Introduction
Origin of Business Organizations
Concept of Business Organizations
Choosing the Form of Business Organizations
Different forms of business organizations
Single Proprietorship
Partnerships
Joint Ventures
Cooperatives
Corporations
Corporations covered by special laws or charters
Law on Micro Small and Medium Enterprises, Republic Act No. 9501
Week 2
Partnership, Articles 1767-1866, New Civil Code of the Philippines
History
Elements to Constitute a Partnership and Basic Features
Partnership for the Exercise of a Profession
Limited Partnership
Partnership Forms (Articles of Partnership & Certificate of Limited Partnership)
Cases:
Pascual vs.CIR, No. L-78133, October 18, 1988
Alicbusan vs. CA, G.R. No.113905, March 7, 1997

Week 3

Obligations of the Partners

Property Rights of a Partner
Obligations of the Partners with Regard to Third Persons
Dissolution and Winding Up
Cases:
Lim Tong Lim vs. Philippine Fishing Gear Industries, Inc., G.R. No.136948,
November 3, 1999
Week 4
Corporation
History
Definition and attributes of a corporation
Corporation as an artificial being
Cases:
Palay, Inc. vs. Clave, et al., 124 SCRA 638
Caram, Jr. vs. Court of Appeals, 151 SCRA 372
Similarities between partnerships and corporations
Differences between partnerships and corporations
Advantages and disadvantages of the corporate form
Stock or Non-Stock Corporations
Other kinds of corporations, created by special laws or charters
Different kinds of shares of stocks
Week 5
Incorporation and Organization of Private Corporations
Contents of articles of incorporation
Corporate
Name
Restrictions in use of certain words for names
Cases:
Lyceum of the Philippines, Inc. vs. Court of Appeals, Lyceum of Aparri, G.R.
No.101897, March 5, 1993
Purpose
Qualifications of incorporators
Corporate Term and Term of Existence
Capital Stock, minimum required, subscribed and paid
Captial Stock requirement under special laws

Week 6
Stockholders Powers
Board of Directors/Trustees/Officers
Powers of Corporation
By-laws, Meetings
Stock and Stockholders
Week 7
Corporate Books and Records

Appraisal Right
Minoritys Right to a Derivative Suit
Cases:
Hi Yield Realty Incorporated vs. Court of Appeals, G.R. No.168863, June 23,
2009
Heirs of Santiago C. Divinagracia vs. Hon. J. Cedrick O. Ruiz, G.R.
No.172508, Jan. 12, 2011
Non-Stock Corporation
Close Corporations
Educational Corporations
Foreign Corporations
Week 8.
Effects of non-use of corporate charter and continuous inoperation of a corporation
Dissolution, its concept and methods of dissolution
Laws on Insolvency
Preference and Concurrence of Credits

D2.

Labor Laws

Week 9
Declaration of Basic Policy (Arts.1-6 of the Labor Code [LC] )
Constitutional Rights of Workers (Due Process and Security of Tenure)
Cases:
Wenphil Corp. vs. NLRC, G.R. No. 80587, February 8, 1989
Serrano vs. NLRC, G.R. No. 117040, January 27, 2000
Agabon vs. NLRC, G.R. No. 158693, November 17, 2004
Week 10
Recruitment and Placement of Workers (Arts. 12 -39, LC)
Cases:
Eastern Assurance Corp. vs. Sec. of Labor, G.R. No. 79436-50, SCRA, Jan.
17, 1990
People vs. Bartolome, G.R. No. 129486, July 4, 2008
People vs. Sadiosa, G.R. No. 107084, May 15, 1998
Employment of Non-Resident Aliens, (Arts. 40-42)
Training and Employment of Special Workers (Apprentices, Learners and
Handicapped Workers) [Arts. 57-81]
Week 11
Conditions of Employment: Employer-Employee Relationship, Probationary,
Managerial, Rank and File, Project Employees
Cases:
Legend Hotel (Manila) vs. Realuyo G.R. No. 153511, July 8, 2012
Peoples Broadcasting vs. The Sec. of DOLE, G.R. No. 179652, March 6, 2012
Grepalife vs. NLRC, 150 SCRA 601
Aprime Security Services Inc. vs. NLRC, 322 SCRA 283

Holiday Inn Manila vs. NLRC, 226 SCRA 417

Violeta vs. NLRC, 280 SCRA 520
Paper Industries Corp. vs. Laguesma, 330 SCRA 295

Week 12
Hours of Work, Rest Periods (Arts. 82-93)
Holidays, Service Incentive Leaves, Service Charges (Arts. 94-96)
Wages, Minimum Wage, Payment of Wages, Prohibitions, Wage Studies (Arts. 97127)
Cases on Fair Days Wage for a Fair Days Labor, Wage Deductions)
Jackson Bldg. Condo Corp. vs. NLRC, G.R. No.111515, July 14, 1995
Escario et al., vs. NLRC, G.R. No. 160302, September 27, 2010
SSS vs. SSS Supervisors Union-CUGCO & CIR, G.R. No. 31832, October
23, 1982
Week 13
Employment of Women, Minors, House Helpers (Arts. 132-152)
Batas Kasambahay and its IRR, R.A. No. 10361
Welfare Benefits (Arts. 156-165)
Employees Compensation & State Insurance Fund, Benefits (Arts. 166-208)
SSS/GSIS Benefits
Cases on Stipulations against Marriage, Services when not considered domestic)
Phil. Telegraph & Telephone Co.vs. NLRC, 272 SCRA 573
Apex Mining Co. vs. NLRC, SCRA, April 22, 1991
Cases on Benefits and Compensability
Pacarro vs. Sec. of Labor, SCRA Dec. 11, 1987
Juliana vda. de Licardo vs. WCC, SCRA July 30, 1982
GSIS vs. CA, SCRA April 20, 1999
Buendia vs. WCC, 158 SCRA 319
GSIS vs. CA, 250 SCRA 491
Narazo vs. ECC, Feb. 6, 1990

Week 12
Hours of Work, Rest Periods (Arts. 82-93)
Holidays, Service Incentive Leaves, Service Charges (Arts. 94-96)
Wages, Minimum Wage, Payment of Wages, Prohibitions, Wage Studies (Arts. 97127)
Cases on Fair Days Wage for a Fair Days Labor, Wage Deductions)
Jackson Bldg. Condo Corp. vs. NLRC, G.R. No.111515, July 14, 1995
Escario et al., vs. NLRC, G.R. No. 160302, September 27, 2010
SSS vs. SSS Supervisors Union-CUGCO & CIR, G.R. No. 31832, October
23, 1982
Week 13
Employment of Women, Minors, House Helpers (Arts. 132-152)
Batas Kasambahay and its IRR, R.A. No. 10361
Welfare Benefits (Arts. 156-165)

Employees Compensation & State Insurance Fund, Benefits (Arts. 166-208)

SSS/GSIS Benefits
Cases on Stipulations against Marriage, Services when not considered domestic)
Phil. Telegraph & Telephone Co.vs. NLRC, 272 SCRA 573
Apex Mining Co. vs. NLRC, SCRA, April 22, 1991
Cases on Benefits and Compensability
Pacarro vs. Sec. of Labor, SCRA Dec. 11, 1987
Juliana vda. de Licardo vs. WCC, SCRA July 30, 1982
GSIS vs. CA, SCRA April 20, 1999
Buendia vs. WCC, 158 SCRA 319
GSIS vs. CA, 250 SCRA 491
Narazo vs. ECC, Feb. 6, 1990

Week 14
Termination of Employment (Arts. 278-287)
Cases on Termination, Constructive Dismissal, Loss of Confidence, Management
Prerogative
Cases:
Molato vs. NLRC, 266 SCRA 42
Phil. Aeolus Automotive Corp. vs. NLRC, 331 SCRA 237
Permex Inc. vs. NLRC, 323 SCRA 121
Lausa vs. NLRC, SCRA July, 1990
Santos vs. NLRC, SCRA March 15, 1990
Caraan vs. NLRC, SCRA Oct. 21, 1993
Malapo vs. NLRC, SCRA June 17, 1994
OSS Security & Allied Services vs. NLRC, 325 SCRA 157
Nokon vs. NLRC, 336 SCRA 97
Deles vs. NLRC, 327 SCRA 540
Asis vs. NLRC, 252 SCRA 379
Cases on Separation Pay
Abella vs. NLRC, 152 SCRA 140
Ramon Toogue vs. NLRC, SCRA Nov. 18, 1994
Hinatuan Mining vs. NLRC, 268 SCRA 622
Tumbiga vs. NLRC, 274 SCRA 338
Cases on Backwages and Reinstatement
Hilario vs. NLRC, SCRA Jan. 29, 1996
Alfante vs. NLRC, 283 SCRA 340
Lopez vs. NLRC, 297 SCRA 503
Pantranco North Express vs. NLRC, 252 SCRA 237
Durabilt vs. NLRC, 152 SCRA 328
Rubber World Inc. vs. NLRC, SCRA March 21, 1990

Week 15
Labor Relations, Policy and Definitions (Arts. 211-212)
National Labor Relations Commission (NLRC) Composition, Powers and Duties,
Appeal (Arts. 213-225)

Bureau of Labor Relations (Arts. 225-232)

Contract Bar Rule
Cases on Contract Bar Rule
Federaton of Democratic Union, SCRA Dec. 14, 1987
Colegio de San Juan de Letran vs. Asso. Of Employees & Faculty, 340 SCRA
587
Rights of Labor Organization, Rights of Union Members, Employees Rights to SelfOrganization (224-244)
Case:
Barbizon Phils., Inc. vs. Nagkakaisang Supervisors, Inc. NAFLU, 261
SCRA 738
Ineligibility of Managerial Employees to Join any Labor Organization (Arts 245246)
Cases onProhibition to Join Unions
Metro Lab Industries Inc. vs. Roldan Confesor, 254 SCRA 182
Sugbuanon Rural Bank vs. Laguesma, 324 SCRA 425
Paper Industries Corp. vs. Laguesma, 330 SCRA 295

Week 16
Collective Bargaining Agreement (CBA) (Arts. 250-259)
Cases on CBA
Oriental Tin Can Labor Union vs. Sec. of Labor, 294 SCRA 640
Davao Integrated Port Stevedoring vs. Abarquez, 220 SCRA 197
Mactan Workers Union, 45 SCRA 577
Roche Phils. vs. NLRC, Oct. 5, 1989
Republic Planters Bank vs. NLRC, SCRA, Sept. 30, 1988
Cases on Certification Election
Gen. Textiles Allied Workers vs. BLR, SCRA July 31, 1978
Samahang Manggagawa sa PERMEX vs. NLRC, SCRA March 2, 1998
Grievance Machinery (Arts. 260-262)
Cases: Maneja vs. NLRC, 290 SCRA 603
United CMC Textile vs. Clave, 115 SCRA 894
Strikes and Lockouts (Arts. 263-266)
Cases:
First City Interlink Trans vs. Confesor, 272 SCRA 124
Gold City Integrated Port Serv. vs. NLRC, July 6, 1995
International Container Inc. vs. NLRC, 256 SCRA 124
Allied Banking Corp. vs. NLRC, 258 SCRA 724
Samahan ng mga Manggagawa sa Moldex vs. NLRC, 324 SCRA 39

NOTE:
Cases cited for digest preparation may be changed, through addition or deletion of
cases during the semester based on development of prevailing and applicable laws.


E. RECOMMENDED TEXT and WEBSITES AND APPLICABLE LAWS:

THE CORPORATION CODE OF THE PHILIPPINES

THE NEW CIVIL CODE OF THE PHILIPPINES
THE LABOR CODE OF THE PHILIPPINES
Torres, The Law on Business Organizations, 1996 Edition
Lopez, Rosario, The Corporation Code of the Philippines, Annotated, Vol. 1, 1994
Edition
Azucena, Everyones Labor Code, 2007 Edition
SPECIAL LAWS on MSMEs and Batas Kasambahay, Solo Parent Act, Magna
Carta of Women
SUPREME COURT REPORTS ANNOTATED (SCRA)
PHILIPPINE REPORTS
www.supremecourt.gov.ph
www.sec.gov.ph
www.dti.gov.ph
www.boi.gov.ph

F. GRADING PLAN
Coursework will be weighted as follows:

Class Recitations and Quizzes

10%
Group Works and Case Digests 25%
Long Exam(s)
- 20%
Mid-Term Exam
- 20%
Final Exam
- 25%
========
100%

G.

OTHER CLASS POLICIES

Attendance is not compulsory, but is basis for extra credit. Tardiness is discouraged to
prevent class disruption. For computation of extra credit, following rules apply:

Perfect attendance will correspond to a full 5% extra in the grade, while five or
more unexcused absences will exclude the student from an extra 5% credit. Late
arrival or early departure of 15 minutes or more is considered as significant tardy
or early departure from class and will be treated as a half absence, unless with a
valid excuse.
On time submission of assignments, group works and case digests, will merit full
points.

Cellphones inside the classroom are to be SWITCHED OFF.

iPADs, tablets and laptops are allowed SWITCHED ON solely for classroom use.
Facebook and other social networking activities inside the classroom irrelevant to
the lessons, will each merit a deduction from the extra credit.

Seat assignment is students choice, but must be the permanent seat all through out
the semester.

Send to the instructor at her email address, a soft copy of students picture to be
emailed using email address where student intends to be regularly contacted.

Choice of group membership for case pooling and group assignments and other
activities, is at students discretion, but must be the permanent group for the whole
semester. Transfer of case/work groups will not be allowed.

Assignment for a 5 minute presentation

FORM OF OWNERSHIP ex. Single or Solely Owned; Cooperative; Partners;
Corporation
Asset Size Properties used in relation to operation of business; land, equipments,
money
Number of Employees
Nature of Business
How old is the Business
Clientele
Location
Had it grown since its operation from the start: assets, employees, length of
existence, number of clients or products