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    Corpo Syllabus - Atty Fabian Week4

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    Mark Joseph Virgilio
    This document summarizes Philippine corporate law regarding boards of directors and officers. It discusses the functions and fiduciary duties of boards, including the business judgment rule. It also covers director and officer qualifications, elections, removals, vacancies and compensation. Key topics include the duties of care, loyalty and good faith; independent directors; straight and cumulative voting; and liability for unlawful or negligent acts. The document cites numerous legal cases to support its discussion of these corporate governance principles under Philippine law.

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    Corpo Syllabus - Atty Fabian Week4

    Uploaded by

    Mark Joseph Virgilio
    44 views2 pages
    This document summarizes Philippine corporate law regarding boards of directors and officers. It discusses the functions and fiduciary duties of boards, including the business judgment rule. It also covers director and officer qualifications, elections, removals, vacancies and compensation. Key topics include the duties of care, loyalty and good faith; independent directors; straight and cumulative voting; and liability for unlawful or negligent acts. The document cites numerous legal cases to support its discussion of these corporate governance principles under Philippine law.

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    Corpo Syllabus_Atty Fabian Week4

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    This document summarizes Philippine corporate law regarding boards of directors and officers. It discusses the functions and fiduciary duties of boards, including the business judgment rule. It also covers director and officer qualifications, elections, removals, vacancies and compensation. Key topics include the duties of care, loyalty and good faith; independent directors; straight and cumulative voting; and liability for unlawful or negligent acts. The document cites numerous legal cases to support its discussion of these corporate governance principles under Philippine law.

    Copyright:

    © All Rights Reserved
    Download as PDF, TXT or read online from Scribd
    Download as pdf or txt
    44 views2 pages

    Corpo Syllabus - Atty Fabian Week4

    Uploaded by

    Mark Joseph Virgilio
    This document summarizes Philippine corporate law regarding boards of directors and officers. It discusses the functions and fiduciary duties of boards, including the business judgment rule. It also covers director and officer qualifications, elections, removals, vacancies and compensation. Key topics include the duties of care, loyalty and good faith; independent directors; straight and cumulative voting; and liability for unlawful or negligent acts. The document cites numerous legal cases to support its discussion of these corporate governance principles under Philippine law.

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    4th Week TITLE II.

    Board of Directors/Trustees/Officers
    A. Functions (Section 22 RCCP)
    Doctrine of Centralized Management
    i. Tom vs Rodriguez 761 SCRA 679
    ii. Tan v. Sycip, 499 SCRA 216 (2006)
    B. Fiduciary Duties
    1. Duty of Care
    Business Judgment Rule
    i. Ingersoll vs. Malabon Sugar Co, G.R L-27770 December 31, 1927
    ii. Balinghasay vs. Castillo, G.R. 185664, April 8, 2015
    iii. Virata v. Ng Wee, G.R. Nos. 220926, 221058, 221109, 221135 & 221218,
    813 PHIL 252-355, July 5, 2017
    iv. Provident International Resources vs. Venus, G.R. 167041, June 18, 2008
    v. Filipinas Port Services v. Go, 518 SCRA 453 (2007)
    2. Duty of Loyalty
    3. Duty of Good Faith
    C. Term (Section 22 RCCP)
    1. Non-extension of Term
    SEC-OGC Opinion No. 12-08, May 17, 2012
    2. Hold Over Principle
    SEC-OGC Opinion No. 05-19, December 5, 2005
    SEC-OGC Opinion No. 06-18, March 20, 2006
    SEC-OGC Opinion No. 07-08, April 30, 2007
    i. Valle Verde Country Club, Inc. vs. Africa, G.R. 151969, September 4, 2009
    ii. Grace Christian High School vs CA 381 SCRA 133
    D. Qualifications and Disqualifications (Section 26 RCCP)
    i. Lee vs. CA, G.R. 93695, February 4, 1992
    1. Independent Director (Section 22 RCCP)
    SEC-OGC Opinion No. 19-11, March 23, 2011
    SEC Memorandum Circular No. 05-12, July 13, 2012
    SEC Memorandum Circular No. 16-02
    SEC Memorandum Circular No. 04-17
    SEC-OGC Opinion No. 04-13, April 18, 2013
    E. Election (Section 23, 24 RCCP)
    A. Straight Voting
    B. Cumulative Voting
    SEC-OGC Opinion No. 09-14, June 2, 2014
    SEC-OGC Opinion No. 56-19, November 28, 2019
    SEC Memorandum Circular No. 06-20,
    Interim Rules of Procedure Governing Intra-corporate Controversies under
    R.A. No. 8799 , A.M. No. 01-2-04-SC, March 13, 2001
    F. Removal of Directors or Trustees (Section 27 RCCP)
    SEC-OGC Opinion No. 09-06, March 16, 2009
    i. Bernas vs. Cinco, G.R. 163356-57, July 1, 2015
    G. Vacancies in the Office of Director or Trustee (Section 27 RCCP)
    i. Tan vs Sycip 499 SCRA 216
    H. Compensation (Section 28 RCCP)
    i. Western Institute of Technology vs Salas 278 SCRA 216
    I. Corporate Officers (Section 24 RCCP)
    1. Appointment
    a. President
    i. P A ca a d Wa C . CA 297 SCRA 170
    b. Corporate Secretary
    SEC Memorandum Circular No. 06-09
    SEC-OGC Opinion No. 10-17, April 23, 2010
    c. Corporate Treasurer
    i. San Juan Structural and Steel Fabricators bs CA 296 SCRA 631
    C.A. N . 108 (P.D. N . 715) a a. A -D La
    SEC Memorandum Circular No. 19-16, November 22, 2016
    2. Removal of Corporate Officers
    i. Matling Industrial and Commercial Corp vs Coros 633 SCRA 12
    ii. Wesleyan University vs. Maglaya, G.R. 212774, January 23, 2017
    3. Doctrine of Apparent Authority
    i. InterAsia Investment Industries vs CA, G.R. 125778, June 10, 2003
    ii. Banate vs. Philippine Countryside Rural Bank, G.R. 163825, July 13, 2010
    iii. Advance Paper Corporation vs. Arma Trades Corporation, G.R. 176897, December
    11, 2013
    iv. Philippine Race Horse Trainer's Association, Inc. vs. Piedras Negras Construction
    And Development Corporation, G.R. 192659, December 2, 2015
    v. University of Mindanao vs BSP, G.R. 194964-65, January 11, 2016
    vi. Engineering Geoscience Inc vs. Philippine Savings Bank, G.R. 187262, January
    10, 2019
    vii. Kwok vs Philippine Carpet Manufacturing Corp 457 SCRA 465
    4. Doctrine of Estoppel or Ratification
    i. Woodchild Holdings Inc. vs Rozas Electric Constructions CO. Inc 436 SCRA 235
    ii. Yasuma vs Heirs of Cecilio De Villa 499 SCRA 466
    J. Liability of Directors, Trustees or Officers (Section 30 RCCP)
    1. Patently unlawful acts, gross negligence, bad faith, conflict of interest
    i. Carag vs NLRC 520 SCRA 28
    ii. Magaling vs Ong 562 SCRA 152
    iii. HR Carlo Construction Inc vs Marina Properties Corp 421 SCRA 428
    iv. Gokongwei, Jr vs SEC 89 SCRA 336
    v. PCGG vs. Hon. Gutierrez, G.R. 189800, July 29, 2018
    vi. Security Bank and Trust Company vs. Cuenca, G.R. 138544, October 3, 2000
    vii. Ching vs. Secretary of Justice, G.R. 164317, February 2006
    2. Self-Dealing Directors (Section 31 RCCP)
    i. Prime White Cement Corp vs IAC 220 SCRA 103
    ii. Metroheights Subdivision Homeowners Association, Inc. v. CMS Construction
    and Development Corp., G.R. No. 209359, October 17, 2018
    3. Interlocking Directors (Section 32 RCCP)
    i. Philippine National Bank vs. Hydro Resources Contractors Corporation, G.R.
    167530, March 13, 2013
    ii. Development Bank of the Philippines vs. CA, G.R. 126200, August 16, 2001
    4. Disloyal Director (Section 33 RCCP)
    Corporate Opportunities Doctrine

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