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    Law 3

    Uploaded by

    Amethyst Jordan
    The document contains study guides covering various topics relating to corporations and business organizations. It includes definitions of key terms, discussions of concepts and principles, and problems testing comprehension. Some of the main topics addressed include meetings of stockholders/members, proxies, mergers and consolidations, appraisal rights, non-stock corporations, religious/educational corporations, and dissolution/liquidation.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd

    Law 3

    Uploaded by

    Amethyst Jordan
    140 views3 pages
    The document contains study guides covering various topics relating to corporations and business organizations. It includes definitions of key terms, discussions of concepts and principles, and problems testing comprehension. Some of the main topics addressed include meetings of stockholders/members, proxies, mergers and consolidations, appraisal rights, non-stock corporations, religious/educational corporations, and dissolution/liquidation.

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    © © All Rights Reserved

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    DOCX, PDF, TXT or read online from Scribd

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    The document contains study guides covering various topics relating to corporations and business organizations. It includes definitions of key terms, discussions of concepts and principles, and problems testing comprehension. Some of the main topics addressed include meetings of stockholders/members, proxies, mergers and consolidations, appraisal rights, non-stock corporations, religious/educational corporations, and dissolution/liquidation.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    140 views3 pages

    Law 3

    Uploaded by

    Amethyst Jordan
    The document contains study guides covering various topics relating to corporations and business organizations. It includes definitions of key terms, discussions of concepts and principles, and problems testing comprehension. Some of the main topics addressed include meetings of stockholders/members, proxies, mergers and consolidations, appraisal rights, non-stock corporations, religious/educational corporations, and dissolution/liquidation.

    Copyright:

    © All Rights Reserved
    Download as DOCX, PDF, TXT or read online from Scribd
    Download as docx, pdf, or txt
    of 3

    STUDY GUIDE

    I. Definitions

    Define or give the meaning of the following:

    1. regular meeting of stockholders or members

    2. voting trust agreement; and

    3. representative voting.

    II. Discussion

    1. give the requisites fir a valid meeting of stockholders or members.

    2. What are the three (3) meaning of the term “proxy”?

    3. Give at least three (3) distinctions between proxy and voting trust agreement.

    III. Problems

    Explain or state briefly the rule or reason for your answers.

    1. A meeting of stockholders was improperly called and held. The business transacted at the
    meeting was questioned. What arguments can be raised to uphold its validity?

    2. after the existence if a quorum has been determined in a meeting of stockholders, a number
    of them left the meeting, thereby leaving less than a quorum. Is the majority vote of those present
    sufficient to validly decide a matter properly presented?

    3. X pledged his shares of stock to Y. As between them, who has the right to attend and vote at
    meetings of stockholders.

    STUDY GUIDE

    I. Definitions

    Define or give the meaning of the following:

    1. merger; and

    2. consolidation

    II Discussions

    1. Illustrate consolidation as a form of corporate combination

    2. Illustrate lease of assets as a form of corporate combination

    III. Problems

    1. X, Inc. sold all its assets to Y, Inc. Give the effects of such sale on the existence of X, Inc. and
    the liability of Y, Inc. for the debts of X, Inc.
    2. in case of merger or consolidation, has Z, a corporate creditor, the right to object to
    the same?

    STUDY GUIDE

    I. Definition

    What is meant by appraisal right of a stockholder?

    II. Discussions

    1. Give three (3) instances when appraisal right is available to a stockholder

    2. in what cases will a corporation bear the costs and expenses of appraisal?

    III. Problems

    Explain or state briefly the rule or reason for your answers.

    1. X, stockholder, with appraisal right, demands payment of the fair value of his shares. May X
    continue to exercise his right as stockholder pending payment?

    2. May X withdraw from his decision to demand payment of his shares? Give the effect if it is
    found that X is not entitled to the appraisal right.

    STUDY GUIDE

    I. Definition

    Define a (ordinary) non-stock corporation

    II. Discussion

    Give at least five (5) rules that are applicable only to non-stock corporations.

    III. Problem

    Z, Inc. is a non-stock corporation. May it use its funds for profit purposes?

    STUDY GUIDE

    I. Definitions

    Define or give the meaning of the following:

    1. educational corporation; and

    2. religious corporation

    II. Discussion

    1. give at least four (4) rules applicable only to non-stock educational corporations

    2. what are the classes if religious corporations? How are they formed?
    III. Problems

    Explain or state briefly the rule or reason for your answers.

    1. a religious society or order decided to incorporate for the management of its affairs. After
    filling with the Securities and Exchange Commission its articles of incorporation, but before its approval,
    the society began to operate as a corporation. Is this a violation of the law?

    2. A corporation sole purchased real estate for its charitable and educational purposes. Now, it
    decides to sell it. Is the corporation sole free to dispose of the property?

    STUDY GUIDE

    I. Definitions

    Define or give the meaning of the following:

    1. dissolution; and

    2. liquidation

    II. Discussions

    1. what are the voluntary methods for dissolving a corporation?

    2. Give the two (2) legal steps involved in the dissolution of a corporation

    III. Problems

    Explain or state briefly the rule or reasons for your answers

    1. Z, Inc. is dissolved

    (a) the board of directors approved a resolution authorizing the payment by the corporation of
    its debts under a contract. Is the resolution valid?

    (b) After the lapse of the three (3) year winding-up period, what remedies, if any, are available
    to a corporate creditor to recover the debts of the corporation?

    2. The directors and executive officers of Z, Inc. decided to hold a meeting at Boracay Resort.
    They all died in a plane crash. They own the majority capital stock. Is Z, Inc. deemed dissolved?

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