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    Mallare V Ae

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    Jü Bë
    The case involves a dispute over control of A&E corporation between the Mallare Group and the Hwang Group after the death of the CFO Jane Mallare in 2011. In 2013, both groups held separate annual shareholder meetings, with the Hwang Group meeting finding quorum and electing a new board of directors and officers, while the Mallare Group meeting did not find quorum. The court ruled that the Hwang Group validly held the shareholder meeting and elected the new leadership as Anthony Hwang, the major shareholder, had legal rights to sufficient shares, including Jane Mallare's shares, to constitute a quorum. Thus, the Hwang Group had clear legal authority to exercise corporate powers.

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    © All Rights Reserved
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    Mallare V Ae

    Uploaded by

    Jü Bë
    292 views3 pages
    The case involves a dispute over control of A&E corporation between the Mallare Group and the Hwang Group after the death of the CFO Jane Mallare in 2011. In 2013, both groups held separate annual shareholder meetings, with the Hwang Group meeting finding quorum and electing a new board of directors and officers, while the Mallare Group meeting did not find quorum. The court ruled that the Hwang Group validly held the shareholder meeting and elected the new leadership as Anthony Hwang, the major shareholder, had legal rights to sufficient shares, including Jane Mallare's shares, to constitute a quorum. Thus, the Hwang Group had clear legal authority to exercise corporate powers.

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    mallare-v-ae-

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    The case involves a dispute over control of A&E corporation between the Mallare Group and the Hwang Group after the death of the CFO Jane Mallare in 2011. In 2013, both groups held separate annual shareholder meetings, with the Hwang Group meeting finding quorum and electing a new board of directors and officers, while the Mallare Group meeting did not find quorum. The court ruled that the Hwang Group validly held the shareholder meeting and elected the new leadership as Anthony Hwang, the major shareholder, had legal rights to sufficient shares, including Jane Mallare's shares, to constitute a quorum. Thus, the Hwang Group had clear legal authority to exercise corporate powers.

    Copyright:

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

    Mallare V Ae

    Uploaded by

    Jü Bë
    The case involves a dispute over control of A&E corporation between the Mallare Group and the Hwang Group after the death of the CFO Jane Mallare in 2011. In 2013, both groups held separate annual shareholder meetings, with the Hwang Group meeting finding quorum and electing a new board of directors and officers, while the Mallare Group meeting did not find quorum. The court ruled that the Hwang Group validly held the shareholder meeting and elected the new leadership as Anthony Hwang, the major shareholder, had legal rights to sufficient shares, including Jane Mallare's shares, to constitute a quorum. Thus, the Hwang Group had clear legal authority to exercise corporate powers.

    Copyright:

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

    lOMoARcPSD|16793925

    Mallare v A&E
    GR 233646 June 16, 2021
    Doctrine:

    Facts:
    - A&E is a domestic corporation engaged in the management and operation of a real
    estate business.
    - It was incorporated on Dec 16, 1975.
    - Jane Mallare the Chief Finance Officer, died in 2011. The CFO were left vacant.

    Mallare Group version


    - A&E failed to hold stockholders meeting in 2012 due to lack of quorum.
    - The current member of the board remained on their positions.
    - In 2012, 2 members of the board, Florencio & Aristotle filed a petition for the judicial
    settlement of interstate Estate of the late Jane Mallare. 120k shares was included
    therein.
    - August 2012, Anthony filed for a petition for the settlement of intestate estate of Jane
    Mallare and issuance of letter of administration. It also includes the 120k shares and
    the petition was later denied on the ground of litis pendencia.
    - In 2013, A&E conducted its annual stockholder meeting attended by the Mallare
    Group but later adjourned for failure to meet quorum.
    - Sometime in 2013, Aristotle found that the Hwang group also conducted a separate
    Stockholder meeting.

    Hwang Group version


    - On Jane’s death, Anthony was designated as A&E’s corporate secretary and financial
    chief officer and treasurer.
    - 2012 no stockholder meeting, directors and officers continue to hold their positions.
    - In 2012, on the same year, mallare group turned antagonistic to Antony.
    - In Nov 2012, Anthony filed a criminal case of perjury against Florencio and Aristotle.
    Then Atnhony executed 3 separate deeds of assignment of shares of stocks in favor of
    Stephan , Elizabeth and sarah, assigning them the right to vote one share of stock
    each in A&E.
    - February 2013, Anthony sent by registered mail notice of A&E’s annual stockholders
    meeting.
    - The result of the 2013 annual stockholders meeting produces new set of directors and
    officers.
    - The shares of Jane were represented by Anthony by the virtue of the Assignment of
    Voting Rights executed in May 17, 2011.

    Issue:
    - Whether the Hwang Group has clear and legal right to exercise corporate power
    having elected as directors and officers in 2013 stockholders meeting of A&E, which
    quorum is present.

    Ruling:

    Downloaded by Jube Kathreen Obido ([email protected])


    lOMoARcPSD|16793925

    - Yes. A&E-Hwang group was able to establish that the required notices were sent to all
    stockholders of record and that the existence of the quorum was determined to
    validly proceed with the annual stockholders meeting.
    - Anthony is the major shareholder of A&E corporation. He has the right to vote, a total
    of 238,750 shares in A&E corporation.
    o 120,000 share assignee of Jane pursuant to the deed of Assignment of Voting
    Rights
    o 118,750 shares of Anthony Hwang.
    o Quorum: A&E Hwang Group – 50.2% of the total outstanding shares of A&E, while
    Mallare Group only have 49.8% of the shares were represented at the
    stockholder’s meeting.

    - The notarization of the Assignment of Voting Rights would not affect the genuineness
    of the signature of Jane as appeared in said deed.
    - The CA appears to have overlooked the practical consequences of the stockholder’s
    death on the determination of quorum in meeting, under the Revised Corporate
    Code, the quorum in meeting us based on the presence of the stockholders or
    members entitled to vote representing the majority of the outstanding capital stock
    or majority of the members.

    Downloaded by Jube Kathreen Obido ([email protected])


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