pardo v.

Hercules lumber

A resolution of the board of directors of a corporation limiting the right of stockholders to inspect its
records to a period of ten days shortly prior to the annual stockholders' meeting is an unreasonable
restriction on the right of inspection may be exercised at reasonable hours on business days throughout
the year, and not merely during an arbitrary period of a few days chosen by the directors.

Philpotts v. Phil

where we held that the right of examination there conceded to the stockholder may be exercised either
by a stockholder in person or by any duly authorized agent or representative

Gonzales v. PNB

LIMITATIONS OF RIGHT OF INSPECTION UNDER THE NEW

CODE (B.P. BLG. 68).   As may be noted, among the changes introduced in the new Code
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with respect to the right of inspection granted to a stockholder are the following: the records must be
kept at the principal office of the corporation; the inspection must be made on business days; the
stockholder may demand a copy of the excerpts of the records or minutes; and the refusal to allow such
inspection shall subject the erring officer or agent of the corporation to civil and criminal liabilities.
However, while seemingly enlarging the right of inspection, the new Code has prescribed limitations to
the same. It is now expressly required as a condition for such examination that the one requesting it
must not have been guilty of using improperly any information secured through a prior examination,
and that the person asking for such examinations must be "acting in good faith and for a legitimate
purpose in making his demand.

Veraguth v. Isabela Sugar Co

CORPORATIONS; CORPORATION LAW, SECTION 51 APPLIED AND CONSTRUED; RIGHT OF INSPECTION OF

THE BOOKS AND MINUTES OF A CORPORATION; MANDAMUS. — Directors of a corporation have the
unqualified right to inspect the books and records of the corporation at all reasonable times.

Gokongwei v. SEC

the inspection has to be germane to the petitioner's interest as a stockholder, and has to be proper and
lawful in character and not inimical to the interest of the corporation
Lim Po v. DOJ and Tan

rule 45 of the Rules of court is the proper remedy

the parties may raise only questions of law, because the Supreme Court is not a trier of facts.   |||

Ang- Abaya v. Ang

In order therefore for the penal provision under Section 144 of the Corporation Code to apply in a case
of violation of a stockholder or member's right to inspect the corporate books/records as provided for
under Section 74 of the Corporation Code

First. A director, trustee, stockholder or member has made a

prior demand in writing for a copy of excerpts from the corporation's
records or minutes;
Second. Any officer or agent of the concerned corporation shall
refuse to allow the said director, trustee, stockholder or member of the
corporation to examine and copy said excerpts;
Third. If such refusal is made pursuant to a resolution or order of
the board of directors or trustees, the liability under this section for
such action shall be imposed upon the directors or trustees who voted
for such refusal; and,  ACTaDH

Fourth. Where the officer or agent of the corporation sets up the

defense that the person demanding to examine and copy excerpts
from the corporation's records and minutes has improperly used any
information secured through any prior examination of the records or
minutes of such corporation or of any other corporation, or was not
acting in good faith or for a legitimate purpose in making his demand,
the contrary must be shown or proved.
Terelay Investments v. Yulo
 the corporation may deny a stockholder's request to inspect corporate records,
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the corporation must show that the purpose of the shareholder is improper by
way of defense:   |||
Derivative suit
Evangelista v. Santos

The plaintiff stockholders have brought the action not for the benefit of the corporation but for their
own benefit, since they ask that the defendant make good the losses occasioned by his mismanagement
and pay to them the value of their respective participation in the corporate assets on the basis of their
respective holdings.

Republic Bank v. Cuaderno

Whenever the officials of the corporation refuse to sue, or are the

ones to be sued or hold the control of the corporation, an
individual stockholder is permitted to institute a derivative or
representative suit on behalf of the corporation wherein he holds
stock, in order to protect or vindicate corporate rights. In such
actions, the suing stockholder is regarded as a nominal party, with
the corporation as the real party in interest.   |||

Pascual v. Orozco

A stockholder in a banking corporation had a right to maintain a suit for and on behalf of the
corporation, but the extent of such right depends upon when and for what purpose he acquired the
shares of stock of which he is the owner. Unless such transactions continue and are injurious to such
stockholder or affect him especially or specifically in some other way.

SMC v. Khan

The requisites for a derivative suit are as follows: a) the party bringing suit should be a shareholder as of
the time of the act or transaction complained of, the number of his shares not being material; b) he has
tried to exhaust intra-corporate remedies, i.e., has made a demand on the board of directors for the
appropriate relief but the latter has failed or refused to heed his plea; and c) the cause of action actually
devolves on the corporation, the wrongdoing or harm having been, or being caused to the corporation
and not to the particular stockholder bringing the suit.

Yu v. Yukayguan
 The RTC declared that respondents failed to show that they had
complied with the essential requisites for filing a derivative suit as set forth in
Rule 8 of the Interim Rules of Procedure Governing Intra-Corporate
Controversies:
(1) He was a stockholder or member at the time the acts or transactions
subject of the action occurred and at the time the action was filed;
(2) He exerted all reasonable efforts, and alleges the same with
particularity in the complaint, to exhaust all remedies available
under the articles of incorporation, by-laws, laws or rules
governing the corporation or partnership to obtain the relief he
desires;
(3) No appraisal rights are available for the act or acts complained of;
and
(4) The suit is not a nuisance or harassment suit.
Cua v. Ocampo Tan

T]he two actions are mutually exclusive: i.e., the right of action and recovery belongs to
either the shareholders (direct action) *651 or the corporation (derivative action)   |||

Ching and Wellington v. Subic Bay    

Being a derivative suit in accordance with Rule 8 of the Interim Rules, the stockholders and
members may bring an action in the name of the corporation or association provided that he
(the minority stockholder) exerted all reasonable efforts and allege[d] the same with particularity
in the complaint to exhaust of (sic) all remedies available under the articles of incorporation, by-
laws or rules governing the corporation or partnership to obtain the reliefs he desires. An
examination of the petition does not show any allegation that the petitioners applied for redress
to the Board of Directors of respondent corporation there being no demand, oral or written on
the respondents to address their complaints   |||

Filipinas Port Services v. Go

corporation is the real party-in-interest while the suing stockholder, in behalf of the corporation, is only
a nominal party.
Merger / Consolidation

Reyes et al. v. Blouse et al.

intent of the resolution of the Board of Directors is not to dissolve the company but merely to transfer
its assets to a new corporation in exchange for its corporate stock is clearly deducible from the provision
that the company will not be dissolved but will continue existing until its stockholders decide to dissolve
the same. section 28 1/2 of the Corporation Law which provides, among others, that a corporation may
sell, exchange, lease or otherwise dispose of all its property and assets, including its goodwill, upon such
terms and conditions as its Board of Directors may deem expedient when authorized by the affirmative
vote of the shareholders holding at least 2/3 of the voting power.

Edward Nell Co. v. Pacific Farms, Inc.

transactions between the two corporations have resulted in their

consolidation or merger is negated by its theory to the effect that
one of the said corporations is an alter ego of the other. For, a
corporation cannot be its own alter ego.
Laguna Trans. Co. Inc. v. SSS

members of the partnership may be said to have

simply put on a new coat, or taken on a
corporate cloak, and the corporation is a mere
continuation of the partnership.   |||

Lozano v. De Los Santos

Section 5 of Presidential Decree No. 902-A   |||

(a) Devices or schemes employed by or any acts of the board of

directors, business associates, its officers or partners, amounting to
fraud and misrepresentation which may be detrimental to the interest of
 the public and/or of the stockholders, partners, members of associations
or organizations registered with the Commission.  cdtai

(b) Controversies arising out of intracorporate or partnership

relations, between and among stockholders, members or associates;
between any or all of them and the corporation, partnership or
association of which they are stockholders, members, or associates,
respectively; and between such corporation, partnership or association
and the state insofar as it concerns their individual franchise or right to
exist as such entity.

(c) Controversies in the election or appointment of directors,

trustees, officers or managers of such corporations, partnerships or
associations.

(d) Petitions of corporations, partnerships or associations to be

declared in the state of suspension of payments in cases where the
corporation, partnership or association possesses sufficient property to
cover all its debts but foresees the impossibility of meeting them when
they respectively fall due or in cases where the corporation, partnership
or association has no sufficient assets to cover its liabilities, but is under
the management of a Rehabilitation Receiver or Management
Committee created pursuant to this Decree."

The doctrine of corporation by estoppel advanced by private respondent cannot override jurisdictional
requirements. Jurisdiction is fixed by law and is not subject to the agreement of the parties. It cannot be
acquired through or waived, enlarged or diminished by, any act or omission of the parties, neither can it
be conferred by the acquiescence of the court

Global Business v. Surecomp Software

advanced by private respondent cannot override jurisdictional requirements. Jurisdiction is fixed by law
and is not subject to the agreement of the parties. It cannot be acquired through or waived, enlarged or
diminished by, any act or omission of the parties, neither can it be conferred by the acquiescence of the
court.

BPI v. BPI Employees Union

BANCOM v. RPN
 Merger and De Facto Merger
Merger is a re-organization of two or more corporations that results in their
consolidating into a single corporation, which is one of the constituent
corporations, one disappearing or dissolving and the other surviving. To put it
another way, merger is the absorption of one or more corporations by another
existing corporation, which retains its identity and takes over the rights,
privileges, franchises, properties, claims, liabilities and obligations of the
absorbed corporation(s). The absorbing corporation continues its existence while
the life or lives of the other corporation(s) is or are terminated. 13

The Corporation Code requires the following steps for merger or

consolidation:

(1)   The board of each corporation draws up a plan of merger or

consolidation. Such plan must include any amendment, if necessary, to
the articles of incorporation of the surviving corporation, or in case of
consolidation, all the statements required in the articles of incorporation
of a corporation.

(2)   Submission of plan to stockholders or members of each

corporation for approval. A meeting must be called and at least two (2)
weeks' notice must be sent to all stockholders or members, personally or
by registered mail. A summary of the plan must be attached to the
notice. Vote of two-thirds of the members or of stockholders representing
two-thirds of the outstanding capital stock will be needed. Appraisal
rights, when proper, must be respected.

(3)   Execution of the formal agreement, referred to as the articles

of merger o[r] consolidation, by the corporate officers of each constituent
corporation. These take the place of the articles of incorporation of the
consolidated corporation, or amend the articles of incorporation of the
surviving corporation. 
AHcaDC

(4)   Submission of said articles of merger or consolidation to the

SEC for approval.

(5)   If necessary, the SEC shall set a hearing, notifying all

corporations concerned at least two weeks before.

(6)   Issuance of certificate of merger or consolidation