What right is accorded to a stockholder who dissents from the sale or disposition of substantially all corporate assets?
A stockholder who dissents from the resolution approving the sale or disposition of substantially all corporate assets is granted the right of appraisal (SEC. 39, Revised Corporation Code of the Philippines). This allows the dissenting stockholder to demand that the corporation purchase their shares at fair value, as provided elsewhere in the Code. The board of directors or trustees retains the discretion to abandon the proposed sale even after stockholder authorization, subject only to the rights of third parties under any related contract. Written notice of the proposed asset sale and the meeting must be sent to all stockholders, specifically mentioning the appraisal right.
02 November 2025
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