Professional Documents
Culture Documents
*Codal provisions
*Discussion in the book
Corporation
Definition/Nature/Attributes (ch. 1-3)
AOI contract of corp and the state
BL contract of corp to
Theory of concession
Principle of limited capacity only granted by the state, hence outside the scope of
power
Ultra Vires Doctrine according to three types.
-
- doctrine of estoppel
- reliance in good faith of the third party
- Doctrine of apparent authority(same with/derivative of estoppel) agent is
connected with the corporation. (Case of Agana vs PSI)
*XPN to the XPN (self dealing of directors and officers under Sec. 32)
Far more favorable sa director kesa sa corp. Director is liable.
Magkaiba ang Dalawa: directors cannot bind the board in a stock holder meeintg
GR: Bawal ang proxy dahil should be in person.
XPN: Teleconferencing and videoconferencing
Stock holders meeting:
Board of directors meeting:
Corporate stockholders:
-
Disqualifications:
Permanent convicted for the violation of crime punishable for 6 years and
above
Disqualified violations of corp code for 5 years only
Not an employee of the corp, not related to any of the board of directors
Removal: Sec 28
With or without cause
XPN: if the removal involves a minority through cumulative voting with cause
Meetings-page 249
Regular and special
Requisites: p. 350
GR: valid corporate act:
7-4-4