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MERGER

1. Associated Bank vs CA
In the merger of two or more existing corporations, one of the combining corporations survive and
continues the combined business, while the rest are dissolved and the surviving corporation
acquires all their rights, properties and liabilities. Although there is dissolution of the
absorbed corporations, there is no winding up of their affairs or liquidation of their assets,
because the surviving corporation automatically acquires all their rights, privileges and powers, as
well as their liabilities.
The surviving or the consolidated corporation shall thereupon and thereafter possess all the
rights, privileges, immunities and franchises of each of the constituent corporations; and all
property, real or personal, and all receivables due on whatever account, including subscriptions to
shares and other choses in action, and all and every other interest of, or belonging to, or due to
each constituent corporation, shall be deemed transferred to and vested in such surviving or
consolidated corporation without urther act or deed.
!. "olid vs Bio #ong $ %%%%
The Court is furthermore of the opinion that no genuine &erger took place as a consequence
o the sale in avor o the private respondent corporation. According to the Civil Code, a
&erger e'ists when ownership o the do&inant and servient estates is consolidated in the
sa&e person. erger as can be seen, requires full ownership of both estates.
(. Babst vs CA
It is settled that in the merger of two existing corporations, one of the corporations survives and
continues the business, while the other is dissolved and all its rights, properties and liabilities are
acquired by the surviving corporation. The surviving corporation therefore has a right to institute
a collection suit on accounts o one o one o the constituent corporations.
)*)$"+*C, E-EC+.*) */ *//.CER"
0. -ions Club vs A&ores
The courts will not interfere with the internal affairs of an unincorporated association as to settle
disputes between the members, or questions of policy, discipline, or internal government, so long
as the government of the society is fairly and honestly administered in conformity with its law and
the laws of the land, and not property or civil rights are invaded. !nder such circumstances, the
decision of the governing body or established private tribunal of the association is binding and
conclusive and not sub"ect to review or collateral attac# in the courts.
The general rule of non$intererence in the internal aairs of association is, however, sub"ect to
exceptions but the power of review is extremely limited. The courts will exercise power to interfere
in the internal affairs of an association where law and 1ustice so require and the proceedings of
the association are sub"ect to "udicial review where there is raud, oppression or bad aith or
where the action co&plained o is capricious, arbitrar2 or un1ustl2 discri&inator2. Also, the
courts will usually entertain "urisdiction to grant relief in case propert2 or civil rights are
invaded, although it has also been held that the involvement of property rights does not
necessarily authori$e "udicial intervention, in the absence of arbitrariness, fraud or collusion.
oreover, the courts will intervene where the proceedings in question are violative o the laws
o the societ2, or the law o the land, as b2 depriving a person o due process o law.
.)3*-4)+AR5 6.""*-4+.*)
7. Republic vs "uret2 Credit
%efendant Corporation has violated the law by engaging in ban#ing without securing the
administrative authority required in &A. ''(.
The illegal transactions undertaken b2 deendant corporation warrant its dissolution is
apparent from the fact that the foregoing misuser of the corporate funds and franchise affects the
essence of its business, that it is willful and has been repeated )*,+,' times, and that its
continuance inflicts in"ury upon the public, owing to the number of persons affected thereby.
8. Govern&ent vs 9hilippine "ugar Estates
- Courts proceed with extreme caution which has for their ob"ect the forfeiture of corporate
franchise, and forfeiture will not be allowed, except under express limitation, or for plain abuse of
power by which the corporation fails to fulfill the design and purpose of its organi$ation. But when
the abuse or violation constitutes or threatens a substantial in1ur2 to the public or such as
to a&ount to a violation o the unda&ental conditions o its charter, or its conduct is
characteri:ed b2 obdurac2 or pertinacit2 in conte&pt o law, dissolution will be granted
- %id the court dissolve the corporation. /o, it did not, it granted the corporation , months to
cease and desist the performance of the questioned act otherwise it will be dissolved.
-.;4.6A+.*)
<. 9epsi$Cola 9hilippines vs Court o Appeals
A corporation whose corporate existence is terminated in any manner continues to be a body
corporate for ' years after its dissolution for purposes of prosecuting and defending suits by and
against it and to enable it to settle and close its affairs, culminating in the disposition and
distribution of its remaining assets.
If the ' year extended life has expires without a trustee or receiver having been expressly
designated by the corporation, within that period, the board of directors itself, may be permitted to
so continue as trustees by legal implication to complete the corporate liquidation.
=. 9hilippine 3eterans Bank vs Ben1a&in 3ega
0iquidation connotes a winding up or settling with creditors and debtors. It is the winding up
of a corporation so that assets are distributed to those entitled to receive them. It is the process of
reducing assets to cash, discharging liabilities and dividing surplus or loss.
&ehabilitation connotes a reopening or reorgani$ation. &ehabilitation contemplates a
continuance o corporate lie and activities in an effort to restore and reinstate the corporation
to its former position of successful operation and solvency.
It is crystal clear that the concept of liquidation is diametrically opposed or contrary to the concept
of rehabilitation, such that both cannot be underta#en at the same time. To allow the liquidation
proceedings to continue would seriously hinder the rehabilitation of the sub"ect ban#.
>. Chung ,a Bio vs .AC
General rule? The board of directors of a dissolved corporation is not permitted to underta#e any
activity outside of the usual liquidation of the corporation.
E'ception? The stoc#holders of a dissolved corporation may convey their respective
shareholdings toward the creation of a new corporation to continue the business of the old.
1inding up is the sole activity of a dissolved corporation that does not intend to incorporate a
new.
1@. Republic vs Mars&an
%uring the three year period granted to a corporation to liquidate or wind up its affairs, the 23% is
not normally permitted to underta#e any activity outside the usual liquidation of the corporation.
There is, however, nothing to prevent the stoc#holders from conveying their respective
shareholdings toward the creation of a new corporation to continue the business of the old. This
is because winding up is the sole activity of the dissolved corporation that does not intend to
incorporate a new. If it does, however, it is not unlawul or the old board o directors to
negotiate and transer the assets o the dissolved corporation to the new corporation
intended to be created as long as the stockholders have given their consent.
/*RE.G) C*R9*RA+.*)"
11. Avon vs CA
4%oing business5 in the 6hilippines ordinarily implies a continuit2 o co&&ercial dealings and
arrangements, and contemplates, to that extent, the performance of acts or wor#s or the exercise
of the functions normally incident to and in progressive prosecution of the purpose and ob"ect of
its organi$ation.
A single act or transaction made in the 6hilippines, however, could qualify a foreign corporation to
be doing business in the 6hilippines, if such singular act is not merely incidental or casual, but
indicates the foreign corporation7s intention to do business in the 6hilippines.
1!. Gre2 vs .nsular -u&ber
&ights of a stoc#holder in a domestic corporation are different from the rights of a stoc#holder in a
foreign corporation.
1(. Bulakhidas vs )avarro
A foreign corporation not engaged in business in the 6hilippines can file an action before
6hilippine courts for isolated transactions. It is settled that if a foreign corporation is not engaged
in business in the 6hilippines, it may not be denied the right to file an action in 6hilippine courts
for isolated transactions.
10. #ahn vs CA
If the defendant is a foreign corporation, or a nonresident "oint stoc# company or association,
doing business in the 6hilippines, service may be made on its resident agent designated in
accordance with law for that purpose, or, if there be no such agent, on the government official
designated by law to that effect, or on any of its officers or agents within the 6hilippines.
8or purpose serving summons a foreign corporation in accordance with &ule 9+, :ection 9+, it is
sufficient that it be alleged in the complaint that it is doing business in the 6hilippines
17. Eriks 9te -td vs Court o Appeals
:ec 9'' prohibits, not merely absence of the prescribed license, but it also bars a foreign
corporation 4doing business5 in the 6hilippines without such license access to our courts. A
oreign corporation without such license is not ipso facto incapacitated ro& bringing an
action. A license is necessar2 onl2 i it is transacting or doing business in the countr2.
18. Altantic Mutual vs Cebu
A foreign corporation;s capacity to sue must be affirmatively pleaded in order that it may proceed
and effectively institute a case in the 6hilippine Courts.
1<. 3an Auiden 3ros vs G+3-
An essential condition to be considered as <doing business< in the 6hilippines is the actual
performance of specific commercial acts within the territory of the 6hilippines.
The mere act of exporting from one;s own country, without doing any specific commercial act
within the territory of the importing country, cannot be deemed as doing business in the importing
country. The importing country does not acquire "urisdiction over the foreign exporter who has not
performed any specific commercial act within the territory of the importing country. 1ithout
"urisdiction over the foreign exporter, the importing country cannot compel the foreign exporter to
secure a license to do business in the importing country.
1=. Agilent vs .ntegrated "ilicon
A foreign corporation without a license is not ipso facto incapacitated form bringing an action in
the 6hilippine courts. 0icense is necessary only if a foreign corporation is transacting or doing
business in the country.
The doctrine o estoppel to deny corporate existence and capacity applies to foreign corporation
doing business in the 6hilippines may bring suit in the 6hilippine courts against a 6hilippine
citi$en or entity who had contracted with and benefited from said corporation. The doctrine of
estoppel to deny corporate existence and capacity applies to foreign as well as domestic
corporations. The application of this principle prevents a person contracting with a foreign
corporation form later ta#ing advantage of its noncompliance with the statutes chiefly in cases
where such person has received the benefits of the contract.
"4"9E)".*) */ 9A5ME)+"
1>. 4nion Bank vs CA
:=C >now &TC ata.. /ot sure haha?@ does not have "urisdiction as to the co$petitioners who are
not corporations, partnerships or associations. The court never dismisses a petition for
suspension of payments without legal basis.
is"oinder >&oC@A 6arties may be dropped or added by order of the court on motion of any party
or on its own initiative at any stage of the action and on such terms as are "ust. Any claim against
a mis"oined party may be severed and proceeded with separately.
RE#AB.-.+A+.*)
!@. )egros )avigation vs CA
6% *BC-A does not ma#e any distinction as to what claims are covered by the suspension of
actions for claims against corporations under rehabilitation. /o exception is made therein in favor
of maritime claims.
3nce the corporation threatened by ban#ruptcy is ta#en over by a receiver, all the creditors ought
to stand on equal footing. /ot any one of them should be paid ahead of the others.
!1. +iong Rosario vs Alonso
The filing of the case for violation of 2.6. 2lg. CC is not a <claim< that can be en"oined within the
purview of 6.%. /o. *BC-A.
:uspension of claims against a corporation under rehabilitation is counted or figured up only upon
the appointment of a management committee or a rehabilitation receiver.
!!. 9hil. Airlines et al vs Aa&ora
The law is clearA upon the creation of a management committee or the appointment of a
rehabilitation receiver, all claims for actions <shall be suspended accordingly.< /o exception in
favor of labor claims is mentioned in the law. :ince the law ma#es no distinction or exemptions,
neither should this Court.

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