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MAX NOTE:
BLOUSE, ET ALS., defendants-appellees.
Assuming arguendo that the disputed resolution has really the
FACTS: intention and the purpose of carrying out the merger or
The minority stockholders of the Laguna Tayabas Bus Co. consolidation both of the assets and properties of the two
brought an action to restrain its Board of Directors from carrying corporations as well as of the two corporations themselves, we
out a resolution approved by approximately 92% of the believe that this can be carried out in Philippine Jurisdiction in
stockholders. the light of our Public Service Law.
They allege that the resolution authorized a merger and Thus, section 20(g) of Commonwealth Act No. 146, as
consolidation of Laguna Tayabas Co. and Batangas Transport amended, prohibits any public service operators, unless with the
Co. They argue that it is illegal since: approval of the Public Service Commission,
"to sell, alienate, mortgage, encumber or
(1) it would be prejudicial to the L.T.B. Co. and to the appellants lease its property, franchises, certificates, privileges, or
who do not own shares of stock of B.T. Co., and that rights, or any part thereof, or merge or consolidate its
property, franchises, privileges or rights or any part
(2) the unanimous vote of the stockholders was not secured, and thereof, with those of any other public service".
the proposed consolidation or merge is contrary to the spirit of
the laws. This law speaks of merger or consolidation of public service
engaged in land transportation. It does not impose any
qualification except that it shall be done with the approval of the
MAX BLOUSE President of the Laguna Tayabas Bus Co. Public Service Commission. There is no doubt that the intended
contends that: merger or consolidation comes within the purview of this legal
Contends that resolution is merely intended as an provision.
exchange of properties sanctioned by our corporation law, as
amended, and that even if it be considered as a consolidation,
the same can still be carried out under Commonwealth Act No.
146, section 20, otherwise known as the Public Service Law.
HELD:
On the difference between a merger and consolidation and a
mere exchange of corporate assets