Professional Documents
Culture Documents
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
meeting
duly
called
for
the
purpose.
corporation
must
not
only
comply
with
the
provisions
of
Section
38,
but
also
with
the
provisions
of
Section
16
of
the
Code
Bonds
issued
by
a
corporation
shall
be
registered
with
the
Securities
governing
the
amendment
of
the
articles
of
incorporation.
and
Exchange
Commission,
which
shall
have
the
authority
to
o Atty.
Hofileña
à
decrease
of
capital
stock
is
not
allowed
determine
the
sufficiency
of
the
terms
thereof.
(17a)
when
it
would
prejudice
creditors.
Creditors
deal
with
the
corporation
that
there
would
be
a
specific
capital
to
• Despite
the
board
resolution
approving
the
increase
in
capital
help
back
the
debt
incurred.
stock
and
the
receipt
of
payment
on
the
future
issues
of
the
2. Appraisal
Rights
Issues
shares
from
the
increased
capital
stock,
such
funds
do
not
• The
policy
embodied
in
Section
38
of
the
Corporation
Code
constitute
part
of
the
capital
stock
of
the
corporation
until
therefore,
although
it
recognizes
that
an
increase
in
authorized
approval
of
the
increase
by
SEC.
Central
Textile
Mills,
Inc.
v.
capital
stock
redefines
the
contractual
relations
in
the
corporate
NWPC,
260
SCRA368
(1996).
setting
as
it
requires
the
approval
of
stockholders
owning
or
• A
reduction
of
capital
to
justify
the
mass
layoff
of
employees,
representing
two-‐thirds
(2/3)
of
the
outstanding
capital
stock,
especially
of
union
members,
amounts
to
nothing
but
a
does
not
include
the
appraisal
right
on
the
part
of
the
dissenting
premature
and
plain
distribution
of
corporate
assets
to
obviate
stockholders,
in
the
sense
that
every
stockholder
should
come
a
just
sharing
to
labor
of
the
vast
profits
obtained
by
its
joint
into
the
corporate
setting
fully
aware
that
the
expediencies
of
efforts
with
capital
through
the
years,
and
would
constitute
corporate
life
may
require
that
eventually
the
corporation
may
unfair
labor
practice.
Madrigal
&
Co.
v.
Zamora,
151
SCRA
355
need
to
increase
capitalization
to
fund
its
operations
or
(1987).
expansions,
and
needs
to
look
primarily
into
its
equity
investors
1. Nature
of
Power1
to
fund
the
same.
• The
power
to
increase
or
decrease
capital
stock
is
not
an
3. Effectivity
of
Increase
in
Capital
Stock
inherent
power
of
the
corporation,
not
only
because
it
touches
• Prior
to
SEC
approval
of
the
increase
in
the
authorized
capital
upon
an
item
expressly
required
to
be
provided
for
in
the
stock
of
the
corporation,
and
despite
the
board
resolution
articles
of
incorporation,
but
also
the
capital
stock
of
a
approving
the
increase
in
capital
stock,
and
the
receipt
of
corporation
is
governed
by
common
law
doctrines,
such
as
the
payment
on
the
future
issues
of
the
shares
from
the
increased
trust
fund
doctrine,
and
pre-‐emptive
rights.
Therefore,
in
capital
stock,
such
funds
do
not
constitute
part
of
the
capital
increasing
or
decreasing
the
capital
stock
of
the
corporation,
the
stock
of
the
corporation
until
approval
of
the
increase
by
the
SEC.
1
Villanueva,
C.
L.,
&
Villanueva-‐Tiansay,
T.
S.
(2013).
Philippine
Corporate
Law.
(2013
ed.).
Manila,
Philippines:
Rex
Book
Store.
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)