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73
74
JOHN
GOKONGWEI,
JR.,
petitioner,
vs.
SECURITIES AND EXCHANGE COMMISSION,
ANDRES M. SORIANO, JOSE M. SORIANO,
ENRIQUE
ZOBEL,
ANTONIO
ROXAS,
EMETERIO BUNAO, WALTHRODE B. CONDE,
MIGUEL ORTIGAS, ANTONIO PRIETO, SAN
MIGUEL
CORPORATION,
EMIGDIO
TANJUATCO, SR., and EDUARDO R. VISAYA,
respondents.
FACTS:
On October 22, 1976, petitioner, as
stockholder of respondent San Miguel
Corporation, filed with the Securities and
Exchange Commission (SEC) a petition for
"declaration of nullity of amended by-laws,
cancellation of certificate of filing of
amended by- laws, injunction and damages
with prayer for a preliminary injunction"
stockholders,
that
the
questioned
amendment of the by-laws was made.
The offer and assurance of petitioner that to
avoid any possibility of his taking unfair
advantage of his position as director of San
Miguel Corporation, he would absent
himself from meetings at which confidential
matters would be discussed, would not
detract from the validity and reasonableness
of the by-laws here involved. Apart from the
impractical results that would ensue from
such arrangement, it would be inconsistent
with petitioner's primary motive in running
for board membership which is to protect
his investments in San Miguel Corporation.
THUS, AN AMENDMENT TO THE
CORPORATION
BY-LAW
WHICH
RENDERS A STOCKHOLDER INELIGIBLE
TO BE DIRECTOR, IF HE BE ALSO
DIRECTOR IN A CORPORATION WHOSE
BUSINESS IS IN COMPETITION WITH
THAT OF THE OTHER CORPORATION,
HAS BEEN SUSTAINED AS VALID
75_______________________________________
#76
C. H. STEINBERG, as Receiver of the Sibuguey
Trading
Company,
Incorporated
vs. GREGORIO VELASCO, ET AL.
G.R. No. L-30460. March 12, 1929
DOCTRINE:
The creditors of a corporation have the right to
assume that so long as there are debts and
liabilities, the board of directors of the corporation
will not use its assets to purchase its own stock or
to declare dividends to its stockholders when the
corporation is insolvent.
If the directors of a corporation do acts clearly
beyond their power, by reason of which a loss
ensued, or dispose of its property without authority,
they will be required to make good the loss out of
their private estate.
FACTS:
ISSUES:
a.) Whether or not Sibuguey could legally
purchase its own stock. (Sec. 41)
b.) Whether or not the Board of Directors of
Sibuguey could legally declare a
dividend. (Sec. 43)
HELD:
a.) NO.
In this issue, the SC held that the directors
did not act in good faith or that they were
grossly ignorant of their duties.