Conflict of Interest

Who Does Corporate Counsel Represent During Boardroom Disputes?

Philippine rules explain why corporate counsel represents the corporation—not individual directors or shareholders—during boardroom control disputes.

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When must a management contract be approved by a two-thirds (2/3) vote of the managed corporation’s stockholders?

When must a management contract be approved by a two-thirds (2/3) vote of the managed corporation’s stockholders? A management contract requires approval by the stockholders of the managed corporation owning at least two-thirds (2/3) of the total outstanding capital stock entitled to vote under two specific scenarios (SEC. 43, Revised Corporation Code of the Philippines).

When must a management contract be approved by a two-thirds (2/3) vote of the managed corporation’s stockholders? Read More »