corporate lawyer

What are the requirements for proxies and their maximum period of validity?

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What are the requirements for proxies and their maximum period of validity? Proxies must be in writing, signed and filed by the stockholder or member, and submitted in any form authorized in the bylaws (SEC. 57, Revised Corporation Code of the Philippines). They must be received by the corporate secretary within a reasonable time before […]

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What is the general term limit for a voting trust agreement, and what is the exception?

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What is the general term limit for a voting trust agreement, and what is the exception? A voting trust agreement may be created by one or more stockholders to confer upon a trustee the right to vote and other rights pertaining to the shares for a period not exceeding five (5) years at any time

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What specific unlawful purposes are prohibited for entering into a voting trust agreement?

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What specific unlawful purposes are prohibited for entering into a voting trust agreement? No voting trust agreement shall be entered into for the purposes of circumventing the laws against anti-competitive agreements, abuse of dominant position, or anti-competitive mergers and acquisitions (SEC. 58, Revised Corporation Code of the Philippines). Furthermore, voting trusts are prohibited if their

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What is a mandatory provision the bylaws must include regarding independent directors?

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What is a mandatory provision the bylaws must include regarding independent directors? Among the matters a private corporation may provide in its bylaws, there is a mandatory guideline concerning independent directors (SEC. 46, Revised Corporation Code of the Philippines). The bylaws must specify the maximum number of other board representations that an independent director or

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What is the rule concerning the irrevocability of a pre-incorporation subscription?

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What is the rule concerning the irrevocability of a pre-incorporation subscription? A subscription of shares in a corporation still to be formed, known as a pre-incorporation subscription, shall be irrevocable for a period of at least six (6) months from the date of subscription (SEC. 60, Revised Corporation Code of the Philippines). This irrevocability applies

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Under what conditions can stockholders delegate the power to amend bylaws to the board?

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Under what conditions can stockholders delegate the power to amend bylaws to the board? The power to amend or repeal bylaws, or adopt new ones, may be delegated to the board of directors or trustees by the owners of two-thirds (2/3) of the outstanding capital stock or two-thirds (2/3) of the members in a nonstock

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Name two types of consideration that are explicitly prohibited for the issuance of shares of stock.

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Name two types of consideration that are explicitly prohibited for the issuance of shares of stock. Stocks shall not be issued for a consideration less than their par or issued price, a principle known as prohibiting “watered stock” (SEC. 61, Revised Corporation Code of the Philippines). The Code then explicitly prohibits the issuance of shares

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What are the default timing and notice requirements for regular meetings of stockholders or members?

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What are the default timing and notice requirements for regular meetings of stockholders or members? Regular meetings of stockholders or members shall be held annually on a date fixed in the bylaws; if not fixed, they shall be held on any date after April 15 of every year as determined by the board of directors

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When consideration for stocks is other than cash, who determines the valuation, and whose approval is required?

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When consideration for stocks is other than cash, who determines the valuation, and whose approval is required? Where the consideration for the issuance of stock is something other than actual cash, such as property, or consists of intangible property like patents or copyrights, the initial valuation thereof is determined by the stockholders or the board

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What are the requirements and vote for a corporation to increase or decrease its capital stock?

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What are the requirements and vote for a corporation to increase or decrease its capital stock? Any action to increase or decrease the capital stock or to incur, create, or increase any bonded indebtedness must be approved by a majority vote of the board of directors (SEC. 37, Revised Corporation Code of the Philippines). This

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