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 […]
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
What is a mandatory provision the bylaws must include regarding independent directors? Read More »
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
What is the rule concerning the irrevocability of a pre-incorporation subscription? Read More »
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
Under what conditions can stockholders delegate the power to amend bylaws to the board? Read More »
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
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
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
Name two reports or statements that the board of directors must endeavor to present at each regular meeting. At each regular meeting, the board must endeavor to present a detailed, descriptive, balanced, and comprehensible assessment of the corporation’s performance, including information on any material change in business or strategy (SEC. 49, Revised Corporation Code of
What is necessary for the valid transfer of shares of stock, besides the delivery of the certificate? Shares of stock are personal property and may be transferred by delivery of the certificate indorsed by the owner or their authorized representative (SEC. 62, Revised Corporation Code of the Philippines). However, no transfer shall be valid, except
What is the rule concerning the waiver of notice for stockholder or member meetings? Notice of any meeting may be waived by any stockholder or member, either expressly or impliedly, such as by attending the meeting without immediately objecting (SEC. 49, Revised Corporation Code of the Philippines). However, the Code explicitly states that general waivers
What is the rule concerning the waiver of notice for stockholder or member meetings? Read More »
