Interlocking Directors

When is a contract between two corporations having interlocking directors subject to stricter scrutiny?

Legal Answers /

When is a contract between two corporations having interlocking directors subject to stricter scrutiny? Generally, a contract between two or more corporations with interlocking directors will not be invalidated solely on that ground, provided there is no fraud and the contract is fair and reasonable (SEC. 32, Revised Corporation Code of the Philippines). However, the […]

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

Legal Answers /

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 »

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