Syllabus - Business Laws and Regulations

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COURSE GUIDE FOR STUDENTS

BUSINESS LAWS AND REGULATIONS


ST. ANNE COLLEGE LUCENA, INC.

Grading System

10 % Class
20% Quizzes/Seatwork/Recitation
30% Midterm Examination
40% Final Examination

COURSE OUTLINE

Module 1 - The Philippine Legal System and their Impact on Business

I. General principles and sources of law


II. Philippine Legal System

Module 2 – Corporation Law ( Revised Corporation Code) - WEEK 1 to 3

I. General Provisions, Definitions and Classifications


A.Corporation as defined
B. Corporation as an artificial Being
C. Corporation being an operation of Law
D. Creature Possessing Powers
E. Piercing the Veil of Corporate Fiction
F. Corporation vs. partnership vs. Sole Proprietorship
G. Classes of Corporations
H. Nationality of Corporations
I. Classification of Shares

II. Incorporation and Organization of Private Corporation


A. Number and Qualification of Incorporators
B. Corporate term
C. Minimum Capital Stock of Stock Corporation
D. Contents of the Articles of Incorporation
E. Forms of Articles of Incorporation
F. Amendment of Articles of Incorporation
G. Grounds for disapproval of Articles of Incorpoation
H. Corporate Name
I. Registration, Incorporation and Commencement of Corporate Existence
J. Effect of Non-Use of Corporate Charter

III. Board of Directors/Trustees and Officers


A. Qualification and Term of Board of Directors or Trustees
B. Independent Directors
C. Election of Directors or Trustees
D. Cumulative Voting of Stockholders
E. Corporate Officers
F. Compliance Officer
G. Doctrine of Apparent Authority
H. Disqualification of Directors, Trustees and Officers
I. Removal of Directors and Trustees
J. Vacancies in the office of Director or Trustee
K. Executive Committee
L. Liability of Directors
M. Dealings of Directors, Trustees and Officers

IV. Powers of the Corporation


A. General Powers
B. Specific Powers
C. Ultra-vires Acts

V. Bylaws
A. Adoption of By-Laws
B. Contents
C. Amendments of By-Laws
D. By-Laws vs. Articles of Incorporation

VI. Meetings
A. Kinds of Meetings and Requirements
B. Manner of Voting for Stockholders and Members
C. Place of Meeting
D. Quorum in Meetings
E. Voting in Case of Joint Ownership
F. Voting Right for treasury Shares
G. Voting Trust

VII. Stocks and Stockholders


A. Subscription Contract
B. Pre-incorporation subscription
C. Consideration for stocks
D. Certificate of Stocks and Transfer of Stocks
E. Indivisibility of Subscription
F. Liability of Directors for Watered Stocks
G. Payment on Unpaid Subscription
H. Delinquency Sale
I. Effect of Delinquency

VIII. Corporate Books and Records


A. Right to be kept
B. Right to inspection
C. Refusal on the Part of the Corporation on the request for inspection
D. Right to financial statements

IX. Merger and Consolidation


A. Concept
B. Effects of Merger and Consolidation

X. Foreign Corporations
A. Definition and Rights of Foreign Corporation
B. What is doing business?
C. Application of License
D. Issuance of License
E. Doing Business without License
F. Revocation of License

XI. Derivative Suit


A. Basis and Requisites for filing

XII. Securities Regulations Code Rule 68


Module 3 – Partnership Law - WEEK 4 to 5

I. Nature, elements and kinds


II. Formalities required
III. Rules of management
IV. Distribution of profits and losses
Sharing of losses and liabilities
VI. Modes and retirement requirements
VII. Limited partnership

Module 4 – Bouncing Checks Law - WEEK 6

I. Checks without insufficient funds


II. Evidence of Knowledge of insufficient funds
III. Credit Construed

Module 5 – Corporate Rehabilitation - WEEK 6-7

I. General Proceedings
II. Definition and Types
III. Rehabilitation Receiver and Management Committee
IV. Stay Order
V. Cram Down Doctrine
VI. Recognition of Foreign Proceedings
VII. Rehabilitation Plan
VIII. Termination of Proceedings

Module 6 – Insolvency Law - WEEK 7-8


I. Suspension of payments
II. Voluntary insolvency
III. Involuntary insolvency
IV. Assignees
V. Classification and preference of creditors
VI. Partnerships and corporations
VII. Proofs of debts
VIII. Compositions
IX. Discharge
X. Fraudulent preferences and transfers
IX. Penal provisions

Module 7 – Law on Sales – WEEK 9-10

I. Nature, forms and requisites


II. Distinguish earnest money from option money
III.Rights and obligations of vendor and vendee
IV.Warranties in relation to consumer laws
V. Installment sales, rights and remedies of parties

Module 8 – Law on Pledge – WEEK 11

I. Nature and requisites


II. Requirements to bind the parties and third persons
III. Obligations and rights of pledger and pledgee

Module 9 – Law on Real Estate Mortgage – WEEK 12


I. Obligations and rights of mortgagor and mortgagee effect of partum commissorium
II. Modes of extinguishment

Prepared By:

Atty. Marco Antonio B. Rivas, CPA

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