What vote is required from the boards and the stockholders for the approval of a plan of merger or consolidation? Upon the board of directors or trustees of each constituent corporation approving the plan of merger or consolidation by a majority vote, the plan must then be submitted for approval to the owners (SEC. 76, […]
What is the final step for a merger or consolidation to become legally effective? The articles of merger or consolidation, after being signed and certified by the constituent corporations, must be submitted to the SEC for its approval (SEC. 78, Revised Corporation Code of the Philippines). If the corporations involved are special corporations (such as
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What is the effect of a merger or consolidation on the assets and liabilities of the constituent corporations? Upon the effectiveness of the merger or consolidation, the surviving or consolidated corporation shall possess all the rights, privileges, immunities, and franchises of each constituent corporation (SEC. 79, Revised Corporation Code of the Philippines). All real and
What are the four instances where a stockholder of a corporation may exercise the right of appraisal? A stockholder is granted the right to dissent and demand payment of the fair value of their shares in four primary instances (SEC. 80, Revised Corporation Code of the Philippines). These include cases where an amendment to the
How must a dissenting stockholder exercise the right of appraisal, and what is the deadline? A dissenting stockholder who votes against the proposed corporate action must exercise the right of appraisal by making a written demand on the corporation for the payment of the fair value of shares held (SEC. 81, Revised Corporation Code of
What happens if a corporation and a withdrawing stockholder cannot agree on the fair value of shares during the appraisal process? If the withdrawing stockholder and the corporation fail to agree on the fair value of the shares within sixty (60) days from the approval of the corporate action, the value must be determined and
What is the effect of a dissenting stockholder’s demand for payment on their corporate rights, and when are those rights restored? From the moment the demand for payment of the fair value of shares is made until either the corporate action is abandoned or the corporation purchases the shares, all rights accruing to such shares,
What are the necessary conditions and deadline for a court action seeking to question a delinquency sale? No action to recover delinquent stock sold can be sustained on the ground of irregularity or defect in the notice or in the sale itself, unless the party first pays or tenders to the current holder the sum
What stockholder rights are suspended for the holder of delinquent stock? No delinquent stock shall be voted for, be entitled to vote, or be represented at any stockholder’s meeting (SEC. 70, Revised Corporation Code of the Philippines). Consequently, the holder of delinquent stock is also denied any of the rights of a stockholder that are
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What is the procedure for a registered owner to obtain a new certificate of stock to replace one that is lost, stolen, or destroyed? The registered owner or their legal representative must first file an affidavit in triplicate with the corporation, detailing, if possible, the circumstances of the loss, the number of shares, the serial
