Corp Midterms Reviewer

8/6/2019 Corp Midterms Reviewer

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Corpora

DLSU Co

Share that entitlethereof to certain pr

the holders of cdesigned to indusubscribe for corporation. (RPB v

Preferred shares avoting privileges. (D

If the nature of thexpressly stated inIncorporation andStock, it is a pPreferred shares crack at the diviassets. (Bonilla)

Founder s S h ares Redeemable

Shares classified in the articles of incorporation that may be givencertain rights and privileges notenjoyed by the owners of otherstocks, provided that where theexclusive right to vote and be votedfor in the election of directors isgranted, it must be for a limitedperiod not to exceed five ( 5 ) yearssubject to the approval of theSecurities and ExchangeCommission. (Sec. 7, CC)

Shares issued basically to thefounders or initial organizers of thecorporation, but nothing underSection 7 of the Corporation Code

Shares issued by when expressly so articles of incorporbe purchased or tacorporation upon tha fixed period, reexistence of unrestearnings in the corporation, and upterms and conditiostated in the incorporation, whiconditions must althe certificate of stosaid shares. (Sec. 8,

Shares of stock


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Corpora

DLSU Co

expressly so provide. (Villanueva)

Founders shares allow theincorporators to manage thecorporation during its inceptionyears. (Bonilla)

corporation which can purchase or tak

holders as expresslyits articles of inccertificates of stocsaid shares. (SEC R

The SEC Rules aredeemable sharredeemed, regard

existence of unrestearnings, providcorporation has, redemption, sufficiebooks to cover debinclusive of (Villanueva)

Redeemable shareusually preferred, terms are redeemadate, or at the opissuing corporatistockholder, or boredemption price. (R

As a rule, stockholdhold of the capital company is ldissolved. If there then that is the onlydistributed. (Bonilla

The law allows som

bought back by the


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Corpora

DLSU Co

that the corporatiosiguris ta investors

that they will get thafter the corporatioRedeemable shaassured that they shares even after thedissolved. The redeemable shares bond. (Bonilla)

When the companshares back, it may:

1) Cancel the 2) Purchase b

and issue tfuture.

If the shares are

become treasury shaTreasury S h ares

Shares of stock which have been issued and fully psubsequently re-acquired by the issuing corporation bredemption, donation or through some other lawful means. Smay again be disposed of for a reasonable price fixed by tdirectors. (Sec. 9, CC)

Treasury shares are therefore shares that a corporation acquihas issued them. (Villanueva)

There must be unrestricted retained earnings for the company tshares. (Bonilla)

The corporation buying back the shares does not acquire any vand treasury shares are considered as assets of the corporation.


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Corpora


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DLSU Co

If the petitioner is a corporation, a boardresolution authorizing a corporate officerto execute the certification against forumshopping is necessary certification notsigned by a duly authorized person rendersthe petition subject to dismissal.

The use of the terms issues or disposition clearly providesemptive right should not be available even to issue fromunsubscribed portion of the authorized capital stock whedecides to open them for subscription, and even to re-issuanctreasury stocks of the corporation. (Id.)

Management Contracts

In case of a management contract, a corporation can mancorporation for 5 years. In cases of exploration/developmresources, however, the period is not longer than 5 years.

Corp Midterms Reviewer

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