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NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)
CORPORATION
LAW
REVIEWER
(2013-‐2014)
ATTY.
JOSE
MARIA
G.
HOFILEÑA
These
notions
are
in
accordance
with
the
mandate
of
stockholders.
By
drawing
themselves
the
powers
of
the
Section
23
of
the
Corporation
Code.
corporation,
they
occupy
positions
of
trusteeship
in
relation
to
b. Under
the
theory
of
original
power,
the
Board
is
vested
the
stockholders.
Angeles
v.
Santos,
64
Phil.
697
(1937).
with
the
legal
or
naked
title
to
the
properties
and
business
enterprise
of
the
corporation,
being
viewed
as
Angeles
v.
Santos
a
medium
or
the
corpus,
with
the
stockholders
being
considered
as
the
beneficiaries,
and
thereby
a
fiduciary
Facts:
A
complaint
was
instituted
by
Angeles,
de
Lara,
Bernabe,
as
relationship
established
between
the
Board
as
the
stockholders
and
member
of
the
minority
of
the
Board
of
Directors,
for
trustee,
and
the
stockholders
as
the
beneficiaries.
and
in
behalf
of
the
corporation,
Parañaque
Rice
Mill,
Inc.,
against
c. Atty.
Hofileña
à
the
Board
of
Directors
vis-‐à-‐vis
the
Santos,
Mayuga,
Pascual,
and
Rodriguez
who
constitute
the
majority
of
stockholders
have
a
fiduciary/trust
relationship.
the
Board
of
Directors.
Generally,
the
allegations
consists
of
denial
of
2. Theory
of
Delegated
Power
à
the
authority
exercised
by
the
Santos
as
president
of
the
Corporation
to
give
access
to
the
Board
is
viewed
as
delegated
to
them
by
stockholders.
Under
corporation’s
books
which
was
then
necessary
because
(1)
de
Lara
was
such
theory,
the
source
of
primary
theory
can
override
the
conducting
an
investigation,
(2)
such
books
should
have
been
in
the
decisions
of
its
delegates.
hands
of
the
treasurer
(Bernabe)
and
not
the
president,
and
(3)
that
the
a. Such
theory
promotes
the
notion
of
agency
in
the
defendants
had
been
disposing
of
the
assets
of
the
corporation
without
corporate
set-‐up,
where
the
real
sources
of
power
are
authority
from
the
Board.
The
court
issued
an
ex
parte
order
of
the
stockholders
or
members,
and
the
representatives
receivership
appointing
Melchor
de
Lara
as
receiver
but
the
defendants
thereof
would
be
the
Board.
It
is
also
consistent
with
objected
claiming
that
the
Court
had
no
jurisdiction
over
the
Parañaque
notions
in
Property
Law
that
as
a
general
rule,
the
Rice
Mill,
Inc.,
because
it
had
not
been
include
as
party
defendant
in
this
owners
exercise
ultimate
power
and
disposition
over
case
and
that,
therefore
the
court
could
not
properly
appoint
a
receiver
the
subject
matter
to
which
he
holds
title.
The
of
the
corporation
pendente
lite.
stockholders
or
members
are
the
real
owners
of
the
corporation,
and
to
them
the
corporate
powers
must
Issue:
Whether
or
not
the
trial
court
was
without
jurisdiction
to
appoint
belong,
and
that
the
Board
of
Directors
or
Trustees
a
receiver
and
should
have
dismissed
the
case
merely
act
as
their
agents
or
representatives.
• Delegated
Powers
Coming
from
the
Stockholders:
The
Board
of
Held:
NO.
That
the
action
was
properly
instituted
by
the
plaintiff
as
Directors
is
a
creation
of
the
stockholders
and
controls
and
stockholders
for
and
in
behalf
of
the
corporation
Parañaque
Rice
Mill,
directs
the
affairs
of
the
corporation
by
delegation
of
the
Inc.
and
the
lower
court
committed
no
reveiwable
error
in
appointing
a
NOTES
BY
RACHELLE
ANNE
GUTIERREZ
(UPDATED
APRIL
3,
2014)